TIVO INC, S-1/A, 1999-09-08

TIVO INC
S-1/A, 1999-09-08
CABLE & OTHER PAY TELEVISION SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on September 8, 1999
Registration No. 333-83515

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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TIVO INC.
(Exact name of registrant as specified in its charter)

Delaware 4841 77-0463167
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)

894 Ross Drive, Suite 100
Sunnyvale, CA 94089
(408) 747-5080
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Michael Ramsay
President and Chief Executive Officer
TiVo Inc.
894 Ross Drive, Suite 100
Sunnyvale, CA 94089
(408) 747-5080
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to
Alan C. Mendelson, Esq. Danielle Carbone, Esq.
Cooley Godward LLP Shearman & Sterling
Five Palo Alto Square 599 Lexington Avenue
3000 El Camino Real New York, NY 10022-6069
Palo Alto, CA 94306 (212) 848-4000
(650) 843-5000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 145 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Proposed Proposed
Title of each Class of Maximum Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value................. 6,325,000 $13.00 $82,225,000 $22,859
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</TABLE>

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(1) Includes 825,000 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) of the Securities Act of
1933, as amended.

(3) $22,240 of the registration fee was previously paid by the Registrant in
connection with the Registrant's initial filing on July 22, 1999. Pursuant
to Rule 457(b) of the Securities Act, such payment is being credited
against the registration fee.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and we are not soliciting an offer to buy +
+these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 1999

5,500,000 Shares

[LOGO OF TIVO]

TiVo Inc.

Common Stock

---------

Prior to this offering, there has been no public market for our common stock.
The initial public offering price is expected to be between $11.00 and $13.00
per share. We have applied to list our common stock on The Nasdaq National
Market under the symbol "TIVO."

The underwriters have an option to purchase a maximum of 825,000 additional
shares of our common stock to cover over-allotments of shares.

Investing in our common stock involves risks. See "Risk Factors" starting on
page 6.

<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions TiVo Inc.
-------- ------------- -----------
<S> <C> <C> <C>
Per Share................................. $ $ $
Total..................................... $ $ $
</TABLE>

Delivery of the shares of common stock will be made on or about , 1999.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Credit Suisse First Boston

Allen & Company Incorporated

BancBoston Robertson Stephens

Thomas Weisel Partners LLC

The date of this prospectus is , 1999.
<PAGE>

[DESCRIPTION OF ARTWORK]

[Inside Front Cover]

Large TiVo logo graphic.

[Gatefold]

The left page of the gatefold contains centered pictures of the TiVo remote
control, the TiVo personal video recorder and a screen shot of the Now Showing
page of the TiVo Service. To the right of these pictures is the captioned
statement "Viewers can create customized lineups and have instant access to
all their recorded shows - labeled and ready to watch." Above these graphics
is the heading "Introducing Personal TV by TiVo."

The right page of the gatefold contains four pictures of screen shots from the
TiVo Service with captioned statements below each screen shot. The top left
screen shot is a picture of live television viewed on the TiVo Service with
the captioned heading "TiVo allows viewers to pause, rewind and fast forward
live TV." The top right screen shot is a picture of the TiVo Central screen
with the captioned heading "TiVo Central puts viewers at the center of their
own TV network, with total control over their programming schedule." The
bottom right screen shot is a picture of the Network Showcases screen with the
captioned heading "Network Showcases provide specialized guides that group
related shows together." The bottom left screen shot is a picture of the
TiVolution Magazine screen with the captioned heading "TiVolution Magazine
features theme-based collections of shows and other content complied by TiVo's
editorial staff."

<PAGE>

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
Prospectus Summary.................. 3
Risk Factors........................ 6
Use of Proceeds..................... 18
Dividend Policy..................... 18
Capitalization...................... 19
Dilution............................ 20
Selected Financial Data............. 21
Management's Discussion And Analysis
Of Financial Condition And Results
Of Operations...................... 22
Business............................ 30
Management.......................... 45
</TABLE>
<TABLE>
<CAPTION>
Page
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<S> <C>
Certain Relationships And Related
Transactions...................... 58
Principal Stockholders............. 62
Description of Capital Stock....... 64
Shares Eligible for Future Sale.... 67
Underwriting....................... 69
Notice to Canadian Residents....... 71
Legal Matters...................... 72
Experts............................ 72
Where You Can Find More
Information....................... 72
Index to Consolidated Financial
Statements........................ F-1
</TABLE>

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You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is
legal to sell these securities.

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Dealer Prospectus Delivery Obligation

Until , 1999 (25 days after the commencement of this offering), all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
is in addition to the dealer's obligation to deliver a prospectus when acting
as an underwriter and with respect to unsold allotments or subscriptions.
<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
You should read this entire prospectus carefully.

TiVo Inc.

TiVo is a pioneer in the personal television industry. The TiVo Service
allows viewers to watch what they want when they want and creates a richer and
more enjoyable television viewing experience by offering viewers greater
control, choice, and convenience.

The key aspects of the TiVo Service include the following:

. Locate and Record Multiple Shows Quickly and Easily. Viewers can easily
locate and record a single show or schedule a customized lineup of
several shows. With the Season Pass feature, the TiVo Service
automatically records all episodes of viewers' favorite shows.

. Control Live Television. Viewers can pause or rewind live television
shows, fast forward to the live telecast, and execute any of TiVo's
advanced viewing commands, including slow motion and frame-by-frame.
Prior to the introduction of TiVo, the ability to control live
television in this manner was not available.

. Viewing Preferences and Suggested Programming. Using the Thumbs Up and
Thumbs Down buttons on the TiVo remote control, viewers can enter
preferences for particular types of shows. Based on these preferences,
the TiVo Service suggests programming that viewers are likely to enjoy.

. Specialized Content. The TiVo Service allows television programmers to
create Network Showcases, which are screens on the TiVo Service that
feature automatic recording options for selected programming, upcoming
movies, special events or mini-series of a particular programmer. The
TiVo Service also includes TiVolution Magazine, which features theme-
based collections of shows compiled by our editorial staff.

. Menu Driven Navigation and Viewer Interface. TiVo Central, the main
screen of the TiVo Service, allows viewers to access recorded shows,
Network Showcases, TiVolution Magazine and other features. Viewers can
quickly and easily browse through an on-air program guide that includes
a schedule of up to two weeks of available television programming.

We believe the TiVo Service also allows television programmers and
advertisers to reach a broader audience by making shows more accessible and
easier to record and to target their programming and advertising to specific
viewers. The TiVo Service also serves as a new platform for programmers,
advertisers and network operators to deliver new types of advertising and in-
home commerce. Potential future services include:

. Active Promotions. We anticipate that programmers will be able to use
the TiVo Service to allow viewers to easily record a variety of
programming such as movies, sports events, television series and other
products and services. For example, we are currently developing
iPreview, a service that allows viewers to schedule and record featured
programming using a "point and click" feature during previews.

. Active Ads. We anticipate that advertisers will be able to use special
coding, called "data tags," to allow viewers to interact with
commercials. For example, when viewing a commercial, viewers may be able
to click a button on their remote control to request a longer
infomercial about the product, to request a brochure or ask for the
nearest retailer. We are currently developing iBuy, a service that
allows viewers to get more information about and possibly purchase
featured products or services using the TiVo remote control.

3
<PAGE>

. Targeted Ads. We anticipate that advertisers will be able to use the
TiVo Service to reach a broader base of consumers and offer commercials
that better match viewers' interests. Based on the viewers' preferences
stored on the personal video recorder, an automobile advertiser can
feature a sport utility vehicle in one household and a minivan in
another. This is accomplished by a software program utilizing data
stored on the personal video recorder. Individual viewing preferences
will not be released to advertisers or other third parties.

The TiVo Service is a subscription-based service currently enabled by a
personal video recorder that we designed and developed. Together with other
companies, we are working on other devices that will enable the TiVo Service.
We generate revenues from subscriptions to the TiVo Service and, for a limited
time, from sales of our personal video recorder. Our plan is to stop selling
the personal video recorder. We are a development stage company and, as of June
30, 1999, we generated only a limited amount of subscription revenues and had
approximately 1,000 subscribers. Also as of June 30, 1999, we had an
accumulated deficit of $21.9 million. We expect to lose money for the
foreseeable future and it is possible that personal television products and
services will not achieve a high level of commercial acceptance. Nevertheless,
we are working with our partners to establish personal television as a major
category of home entertainment, to create new specialized programming for
viewers and to market the TiVo Service and products that enable the TiVo
Service.

We were incorporated in Delaware in August 1997. Our headquarters are located
at 894 Ross Drive, Suite 100, Sunnyvale, California 94089. Our telephone number
is (408) 747-5080. The address of our web site is www.tivo.com. Information
contained on our web site should not be considered a part of this prospectus.

The Offering

<TABLE>
<C> <S>
Common stock offered....................... 5,500,000 shares

Common stock to be outstanding after this
offering.................................. 35,687,549 shares

Use of proceeds............................ We intend to use the estimated proceeds for
working capital and general corporate
purposes, including advertising and
promotion of the TiVo Service and the TiVo
brand, product development, expansion of
our sales, marketing and service
capabilities. See "Use of Proceeds."

Proposed Nasdaq National Market symbol..... TIVO
</TABLE>

The number of shares of common stock to be outstanding after the offering is
estimated based on the number of shares outstanding on September 8, 1999. It
excludes 4,024,932 shares subject to outstanding options or reserved for future
grants or purchases pursuant to our stock option and purchase plans. See
"Management--Stock Plans."

Except as otherwise indicated, information in this prospectus is based on the
following assumptions:

. The sale and issuance to Sony Corporation of America, Inc. of 2,643,482
shares of our Series J preferred stock;

. The conversion of all outstanding shares of preferred stock into shares
of common stock upon the closing of this offering; and

. No exercise of the underwriters' over-allotment option.

4
<PAGE>

Summary Financial Information

(in thousands, except per share data)

<TABLE>
<CAPTION>
Period From Period From
August 4, 1997 Six Months Ended August 4, 1997
(Inception) Year Ended June 30, (Inception)
to December 31, December ----------------- to June 30,
1997 1998 1998 1999 1999
--------------- ---------- ------- -------- --------------
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Subscription revenues... $ -- $ -- $ -- $ 8 $ 8
Cost of services........ -- -- -- (1,170) (1,170)
Operating expenses...... (625) (9,837) (3,068) (10,376) (20,838)
Other operating income.. -- -- -- 895 895
Other operating
expenses............... -- -- -- (1,084) (1,084)
Net loss................ $ (595) $(9,721) $(3,046) $(11,628) $(21,944)

Net loss per share:
Basic and diluted....... $(0.20) $ (3.25) $ (1.04) $ (2.67) $ (6.59)
Weighted average
shares................. 2,917 2,990 2,933 4,356 3,330

Pro forma net loss per
share(1):
Basic and diluted....... $ (0.90) $ (0.64)
Weighted average
shares................. 10,759 18,089
</TABLE>
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(1) Pro forma net loss per share is calculated as if the convertible preferred
stock outstanding as of June 30, 1999 was converted into shares of common
stock on the date of its issuance on a one-for-one basis.

<TABLE>
<CAPTION>
June 30, 1999
-----------------------------
Pro Forma
Actual Pro Forma As Adjusted
------- --------- -----------
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents....................... $11,967 $76,986 $ 137,100
Working capital................................. 18,221 83,240 143,354
Total assets.................................... 23,804 88,823 148,937
Long-term portion of obligations under capital
lease.......................................... 558 558 558
Total stockholders' equity...................... 19,105 84,124 144,238
</TABLE>

The table above summarizes our balance sheet data as of June 30, 1999:

. on an actual basis;

. on a pro forma basis to reflect

. the sale and issuance to Sony Corporation of America, Inc. of 2,643,482
shares of Series J preferred stock, and

. the automatic conversion of 21,819,444 shares of preferred stock,
including the 2,643,482 shares of Series J preferred stock issued to
Sony Corporation of America, Inc., outstanding as of the date of this
prospectus into shares of common stock on a one-for-one basis;

. on a pro forma as adjusted basis to reflect the sale of 5,500,000 shares
of common stock offered by this prospectus assuming an initial public
offering price of $12.00 per share after deducting estimated
underwriting discounts and commissions and estimated offering expenses.

5
<PAGE>

RISK FACTORS

An investment in our common stock is very risky. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed.

Risks Related To Our Business

We have recognized very limited revenue, have incurred significant net losses
and may never achieve profitability.

We have recognized limited revenues, have incurred significant losses and
have had substantial negative cash flow. From our inception in August 1997 to
June 30, 1999, we had $8,000 of subscription revenues and $895,000 of proceeds
resulting from the sale of personal video recorders that enable the TiVo
Service. As of June 30, 1999, we had an accumulated deficit of $21.9 million.
We expect to incur significant operating expenses over the next several years
in connection with the continued development and expansion of our business. As
a result, we expect to continue to lose money for the foreseeable future. The
size of these net losses depends in part on the growth in our subscriber base
and on our expenses. With increased expenses, we will need to generate
significant additional revenues to achieve profitability. Consequently, we may
never achieve profitability, and even if we do, we may not sustain or increase
profitability on a quarterly or annual basis in the future.

We have a limited operating history which may make it difficult for us or
investors to evaluate trends and other factors that affect our business.

We were incorporated in August 1997 and have been obtaining subscribers and
selling personal video recorders only since March 31, 1999. Prior to that
time, our operations consisted primarily of research and development efforts.
As of June 30, 1999, we had sold only a limited number of personal video
recorders and obtained a limited number of subscribers to the TiVo Service.
Sales and subscriptions to date have been generated through limited marketing
campaigns, word-of-mouth and our web site. As a result of our limited
operating history, our historical financial and operating information is of
limited value in evaluating our future operating results. In addition, any
evaluation of our business and prospects must be made in light of the risks
and difficulties encountered by companies offering products or services in new
and rapidly evolving markets. For example, it may be difficult to accurately
predict our future revenues, costs of revenues, expenses or results of
operations. Personal television is a new product category for consumers and it
may be difficult to predict the future growth rate, if any, or size of the
market for our products and services. We may be unable to accurately forecast
customer behavior and recognize or respond to emerging trends, changing
preferences or competitive factors facing us. As a result, we may be unable to
make accurate financial forecasts and adjust our spending in a timely manner
to compensate for any unexpected revenue shortfall. This inability could cause
our net losses in a given quarter to be greater than expected, which could
cause the price of our stock to decline.

If our retail launch is not successful, we may be unable to achieve market
acceptance of the TiVo Service and products that enable the TiVo Service.

Our success is dependent upon a successful retail launch of the TiVo Service
and related personal video recorders, which is scheduled to begin in the
second half of 1999 and continue through the 1999 holiday season. During this
time, we will rely principally on Philips to manufacture, market, sell and
support the personal video recorder that enables the TiVo Service. We also
will rely on the efforts of DIRECTV to market, sell and support the TiVo
Service to DIRECTV subscribers. The launch requires, among other things, that
we:

. undertake an extensive marketing campaign to educate consumers on the
benefits of the TiVo Service and related personal video recorder;

. commit a substantial amount of human and financial resources to achieve
retail distribution; and

. coordinate our own sales, marketing and support activities with those of
Philips, DIRECTV and other strategic partners.

6
<PAGE>

We or our strategic partners may fail to achieve any or all of these
objectives. In addition, the launch may be delayed, the TiVo Service and
related personal video recorder may be perceived as too expensive or complex
and our marketing campaign may prove ineffective in attracting subscribers.
Competitive offerings or changing preferences may cause consumers to delay or
decline the purchase of the TiVo Service and related personal video recorder.
All of these events would reduce consumer demand and market acceptance,
diminish our brand and impair our ability to attract subscribers to the TiVo
Service.

We have agreed to share a substantial portion of the revenue we generate from
subscription fees with some of our strategic partners. We may be unable to
generate enough revenue to cover these obligations.

We have agreed to share a substantial portion of our subscription and other
fees with some of our strategic partners in exchange for manufacturing,
distribution and marketing support and discounts on key components for personal
video recorders. Given how these amounts are calculated, these agreements may
require us to share substantial portions of the subscription and other fees
attributable to the same subscriber with multiple partners. These agreements
require us to share a portion of our subscription fees whether or not we reduce
the price of the TiVo Service. If we reduce our subscription fees in response
to competitive or other market factors, our operating results would be
adversely affected. Our decision to share subscription revenues is based on our
expectation that our partnerships will help us obtain subscribers, broaden
market acceptance of personal television and increase our future revenues. If
these expectations are not met, we may be unable to generate sufficient revenue
to cover our expenses and obligations.

We depend on a limited number of third parties to manufacture, distribute and
supply critical components and services for the personal video recorders that
enable the TiVo Service. We may be unable to operate our business if these
parties fail to perform their obligations.

The TiVo Service is enabled through the use of a personal video recorder made
available by a limited number of third parties. In addition, we rely on sole
suppliers for a number of key components for the personal video recorders. The
time and resources that these third parties devote to our business is not
within our control. We cannot be sure that these parties will perform their
obligations as expected or that any revenue, cost savings or other benefits
will be derived from the efforts of these parties. If any of these parties
breaches or terminates its agreement with us or otherwise fails to perform
their obligations in a timely manner, the commercialization of our products and
services may be delayed or cancelled. Our relationships with these parties are
non-exclusive, and they may also support products and services that compete
directly with us, or offer similar or greater support to our competitors. If
any of these events occur, we may be required to undertake unforeseen
additional responsibilities or devote additional resources to commercialize our
products and services. This outcome would harm our ability to compete
effectively and quickly achieve market acceptance and brand recognition.

In addition, we face the following risks in relying on these third parties:

If our manufacturing partnerships with Philips and other third parties are
not successful, we may be unable to establish a market for our products and
services. To date, we have manufactured the personal video recorders that
enable the TiVo Service through a third-party contract manufacturer. We have
entered into an agreement with Philips to manufacture and distribute the
personal video recorders that enable the TiVo Service. We have begun
transitioning manufacture of the personal video recorder from the third-party
contract manufacturer to Philips, and anticipate that Philips will assume
manufacturing responsibility in the second half of 1999. However, we have no
minimum volume commitments from Philips or any other manufacturer. The
transition to using Philips as sole manufacturer, and its ability to reach
sufficient production volume of the personal video recorder to satisfy
anticipated demand, is subject to delays and unforeseen problems such as
defects, shortages of critical components and cost overruns. Moreover, Philips
and any other manufacturer will require substantial lead times to manufacture
anticipated quantities of the personal video recorders that enable the TiVo
Service. Philips may have very little time to remedy unforeseen delays or
problems that may arise. Such delays and other problems could impair our retail
launch and brand image and make it difficult for us to

7
<PAGE>

attract subscribers. In addition, the loss of Philips would require us to
identify and contract with alternative sources of manufacturing, which we may
be unable to do and which could prove time-consuming and expensive. Although we
expect to contract with additional consumer electronics companies for the
manufacture of personal video recorders in the future, we may be unable to
establish additional relationships on acceptable terms.

If our corporate partners fail to perform their obligations, we may be unable
to effectively market and distribute our products and services. As part of our
retail launch, Philips will distribute the personal video recorder that enables
the TiVo Service. We will rely on Philips' sales force, marketing budget and
brand image in the promotion and support of the personal video recorder and the
TiVo Service. After the retail launch, we expect to continue to rely on Philips
and other strategic partners to promote and support the personal video recorder
and other devices that enable the TiVo Service. The loss of one or more of
these partners would require us to undertake more of these activities on our
own. As a result, we would need to spend significant resources to support
personal video recorders and other devices that enable the TiVo Service. We
also expect to rely on DIRECTV and other partners to provide marketing support
for the TiVo Service. If one or more of these partners fails to provide
anticipated marketing support, we will be required to divert more of our
limited resources to marketing the TiVo Service. If we are unable to provide
adequate marketing support for the personal video recorder and the TiVo
Service, our ability to attract subscribers to the TiVo Service will be
limited.

We are dependent on single suppliers for several key components and services.
If these suppliers fail to perform their obligations, we may be unable to find
alternative suppliers or deliver our products and services to our customers on
time. We currently rely on sole suppliers for a number of the key components
and services used in the personal video recorders and the TiVo Service. For
example:

. Quantum is the sole supplier of the hard disk drives;

. NEC is the sole supplier of the application specific integrated circuit,
a semiconductor device;

. Sony is the sole supplier of the MPEG2 encoder semiconductor device; and

. Tribune Media Services is the sole supplier of program guide data.

We cannot be sure that alternative sources for these and other key components
and services used in the personal video recorders and the TiVo Service will be
available when needed or, if available, that these components and services will
be available on favorable terms. If our agreements with Quantum, NEC, Sony or
Tribune Media Services were to terminate or expire, or if we were unable to
obtain sufficient quantities of these components or required program guide
data, our search for alternate suppliers could result in significant delays,
added expense or disruption in product availability.

Our ability to generate revenues from subscription fees is unproven and may
fail.

We expect to generate a substantial portion of our revenues from subscription
fees for the TiVo Service. Many of our potential customers already pay monthly
fees for cable or satellite television services. In order to attract
subscribers, we must convince these consumers to pay an additional subscription
fee to receive the TiVo Service. Our ability to do so effectively could be
harmed by current and future competitors in the personal television market that
offer comparable services without charging a subscription fee. In addition, the
personal video recorder that enables the TiVo Service may be used to record
programs and pause, rewind and fast forward through live or recorded shows
without an active subscription to the TiVo Service. If a significant number of
purchasers of our personal video recorders use these devices without
subscribing to the TiVo Service, our revenue growth will be negatively impacted
and we may be unable to achieve profitability.

Our business is expanding rapidly and our failure to manage growth could
disrupt our business and impair our ability to generate revenues.

Since we began our business in August 1997, we have significantly expanded
our operations. We anticipate continued expansion in our headcount, facilities
and infrastructure to support potential growth in our

8
<PAGE>

subscriber base and to allow us to pursue market opportunities. This expansion
has placed, and will continue to place, a significant strain on our management,
operational and financial resources and systems. Specific risks we face as our
business expands include:

If we fail to attract and retain qualified personnel, our ability to offer
new products or grow our business may be impaired. Our success will depend on
our ability to attract, retain and motivate managerial, technical, marketing
and customer support personnel. Competition for such employees is intense,
especially for engineers in the San Francisco Bay Area, and we may be unable to
successfully attract, integrate or retain sufficiently qualified personnel. If
we are unable to hire, train, retain and manage required personnel, we may be
unable to successfully introduce new products or otherwise implement our
business strategy.

If our systems are unable to accommodate our expected subscriber growth, our
service may be interrupted and we may not be able to offer new services. Many
of the systems we use to run the TiVo Service and perform other processing
functions were developed internally, and their ability to scale as we rapidly
add new subscribers is unproven. We must continually improve these systems in
order to accommodate subscriber growth and add features and functionality to
the TiVo Service. The inability to add additional software and hardware or to
upgrade our technology, systems or network infrastructure could have adverse
consequences on our business or cause service interruptions or delays in
introducing new services.

If we are unable to provide acceptable customer support, our brand and
ability to generate and retain new subscribers will be harmed. Our ability to
increase sales, retain current and future subscribers and strengthen our brand
will depend in part upon the quality of our customer support operations. Some
customers require significant support when installing the personal video
recorder and becoming acquainted with the features and functionality of the
TiVo Service. We have limited experience with widespread deployment of our
products and services to a diverse customer base, and we may not have adequate
personnel to provide the levels of support that our customers require. In
addition, we expect to rely on third parties for a substantial portion of our
customer support functions. To date, we have not yet entered into agreements
with any third parties to provide this support. Our failure to provide adequate
customer support for the TiVo Service and personal video recorder will damage
our reputation in the personal television and consumer electronics marketplace
and strain our relationships with customers and strategic partners. This could
prevent us from gaining new or retaining existing subscribers and could cause
harm to our reputation and brand.

If our current and planned operational systems are unable to support our
expected growth, our billing and reporting may be adversely impacted. To manage
the expected growth of our operations and personnel, we will need to improve
our operational and financial systems, procedures and controls. Our current and
planned systems, procedures and controls may not be adequate to support our
future operations and expected growth. For example, we expect to replace our
accounting and billing system within the next year. Delays or problems
associated with any improvement or expansion of our operational systems and
controls could adversely impact our relationships with viewers and cause harm
to our reputation and brand. Delays or problems associated with any improvement
or expansion of our operational systems and controls could also result in
errors in our financial and other reporting.

If we are unable to create multiple revenue streams, we may not be able to
cover our expenses or meet our obligations to strategic partners and other
third parties.

Although our initial success will depend on building a significant customer
base and generating subscription fees from the TiVo Service, our long-term
success will depend on securing additional revenue streams such as:

. advertising;

. revenues from networks; and

. electronic commerce or couch commerce.

In order to derive substantial revenues from these activities, we will need
to attract and retain a large and growing base of subscribers to the TiVo
Service. We also will need to work closely with television advertisers,

9
<PAGE>

cable and satellite network operators, electronic commerce companies and
consumer electronics manufacturers to develop products and services in these
areas. We may not be able to effectively work with these parties to develop
products that generate revenues that are sufficient to justify their costs. In
addition, we are currently obligated to share a portion of these revenues with
one of our strategic partners. If we are unable to attract and retain a large
and growing group of subscribers and strategic partners, our ability to support
new services and develop new revenue streams will be seriously harmed.

Risks Related To Establishing A Market For The TiVo Service

It will take a substantial amount of time and resources to achieve broad
market acceptance of the TiVo Service and products that enable the TiVo Service
and we cannot be sure that these efforts will generate a broad enough
subscriber base to sustain our business.

Personal television products and services represent a new, untested consumer
electronics category. The TiVo Service is in an early stage of development and
many consumers are not aware of its benefits. As a result, demand for and
market acceptance of the TiVo Service and products that enable the TiVo Service
is highly uncertain and subject to significant risk. Retailers, consumers and
potential partners may perceive little or no benefit from personal television
products and services. Likewise, consumers may not value, or be unwilling to
pay for, the TiVo Service and products that enable the TiVo Service. To develop
this market and obtain subscribers to the TiVo Service, we will be required to
devote a substantial amount of time and resources to educating consumers and
promoting our products. Our efforts to obtain subscribers, encourage the
development of new devices that enable the TiVo Service and offer new content
and services may fail. There is no way for us to be sure that a broad base of
consumers will ultimately subscribe to the TiVo Service or purchase the
products that enable the TiVo Service.

We face intense competition from a number of sources, which may impair our
revenues and ability to generate subscribers.

The personal television market is new and rapidly evolving and we expect
competition from a number of sources, including:

Internet-related companies and companies offering similar products and
services. We are likely to face intense direct competition from companies such
as WebTV Networks Inc., America Online, Inc., Replay Networks, Inc. and X-TV.
These companies offer, or have announced their intention to offer, products
with one or more of the TiVo Service's functions or features and, in some
instances, combine these features with Internet browsing or traditional
broadcast, cable or satellite television programming. Many of these companies
have greater brand recognition and market presence and access to substantially
greater financial, marketing and distribution resources than we do. For
example, WebTV is controlled by, and has the financial backing of, Microsoft
Corporation. Some of these companies also have established relationships with
third party consumer electronic manufacturers, network operators and
programmers, which could make it difficult for us to establish relationships
and enter into agreements with these third parties. Some of these competitors
also have relationships with our strategic partners. For example, DIRECTV
recently formed an alliance with America Online. Faced with this competition,
we may be unable to expand our market share and attract an increasing number of
subscribers to the TiVo Service.

Established competitors in the consumer electronics market. We compete with
consumer electronic products in the television and home entertainment industry.
The television and home entertainment industry is characterized by rapid
technological innovation, a small number of dominant manufacturers and intense
price competition. As a new product category, personal television enters a
market that is crowded with several established products and services. The
competition for consumer spending in the television and home entertainment
market is intense, and our products and services will compete with:
. satellite television systems;

. video on demand services; and

10
<PAGE>

. laser disc players.

Most of these technologies or devices have established markets, a broad
subscriber base and proven consumer acceptance. In addition, many of the
manufacturers and distributors of these competing devices have substantially
greater brand recognition, market presence, distribution channels, advertising
and marketing budgets and promotional and other strategic partners. Faced with
this competition, we may be unable to effectively differentiate the personal
video recorder or the TiVo Service from these devices.

Personal television, in general, and TiVo, specifically, also must compete
with traditional advertising media such as print, radio and television for a
share of advertisers' total advertising budgets. If advertisers do not perceive
personal television as an effective advertising medium, they may be reluctant
to devote a significant portion of their advertising budget to promotions on
the TiVo Service.

If we are unable to introduce new products or services, or if our new products
and services are unsuccessful, the growth in our subscriber base and revenues
may suffer.

To attract and retain subscribers and generate revenues, we must continue to
add functionality and content and introduce products and services which embody
new technologies and, in some instances, new industry standards. This challenge
will require hardware and software improvements, as well as new collaborations
with programmers, advertisers, network operators, hardware manufacturers and
other strategic partners. These activities require significant time and
resources and may require us to develop and promote new ways of generating
revenue with established companies in the television industry. These companies
include television advertisers, cable and satellite network operators,
electronic commerce companies and consumer electronics manufacturers. In each
of these examples, a small number of large companies dominate a major portion
of the market and may be reluctant to work with us to develop new products and
services for personal television. If we are unable to further develop and
improve the TiVo Service or expand our operations in a cost-effective or timely
manner, our ability to attract and retain subscribers and generate revenue will
suffer.

If we do not successfully establish strong brand identity in the personal
television market, we may be unable to achieve widespread acceptance of our
products.

We believe that establishing and strengthening the TiVo brand is critical to
achieving widespread acceptance of our products and services and to
establishing key strategic partnerships. The importance of brand recognition
will increase as current and potential competitors enter the personal
television market with competing products and services. Our ability to promote
and position our brand will depend largely on the success of our marketing
efforts and our ability to provide high quality services and customer support.
These activities are expensive and we may not generate a corresponding increase
in subscribers or revenues to justify these costs. If we fail to establish and
maintain our brand, or if our brand value is damaged or diluted, our ability to
attract subscribers and effectively compete in the personal television market
will be seriously harmed.

Risks Related To Our Service And Technology

Product defects, system failures or interruptions to the TiVo Service may have
a negative impact on our revenues, damage our reputation and decrease our
ability to attract new subscribers.

Our ability to provide uninterrupted service and high quality customer
support depends on the efficient and uninterrupted operation of our computer
and communications systems. Our computer hardware and other operating systems
for the TiVo Service are vulnerable to damage or interruption from earthquakes,
floods, fires, power loss, telecommunication failures and similar events. They
are also subject to break-ins, sabotage, intentional acts of vandalism and
similar misconduct. These types of interruptions in the TiVo Service may reduce
our revenues and profits. Our business will also be harmed if consumers believe
our service is unreliable. In addition to placing increased burdens on our
engineering staff, service outages will create a flood of customer questions
and complaints that must be responded to by our customer support personnel. If
we experience frequent or persistent system failures, our reputation and brand
could be irreparably damaged.

11
<PAGE>

We have detected and may continue to detect errors and product defects. These
problems can affect system uptime, result in significant warranty and repair
costs and cause customer relations problems. Correcting errors in our software
requires significant time and resources, which could delay product releases and
affect market acceptance of the TiVo Service. If we deliver products or
upgrades with undetected material product defects or software errors, our
credibility and market acceptance and sales of our products may be harmed.

Intellectual property claims against us can be costly and could result in the
loss of significant rights.

From time to time, we may be subject to intellectual property litigation
which could:

. be time-consuming and expensive;

. divert management's attention and resources away from our business;

. cause delays in product delivery and new service introduction;

. cause the cancellation of new products or services; or

. require us to pay significant royalties or licensing fees.

The emerging enhanced-television industry is highly litigious, particularly
in the area of on-screen program guides. Additionally, many patents covering
interactive television technologies have been granted but have not been
commercialized. For example, we are aware of at least seven patents for pausing
live television. A number of companies in the enhanced-television industry earn
substantial profits from technology licensing, and the introduction of new
technologies such as ours is likely to provoke lawsuits from such companies. A
successful claim of infringement against us, any inability on our part to
obtain an acceptable license from the holder of the patent or other right, or
any inability to design around an asserted patent or other right, could cause
us to cease manufacturing the personal video recorder or providing our service,
or both, which would eliminate our ability to generate revenues.

In addition, we are aware that some media companies may attempt to form
organizations to develop standards and practices in the personal television
industry. These organizations or individual media companies may attempt to
require companies in the personal television industry to obtain copyright or
other licenses. A number of articles have appeared in the recent press
regarding the formation of a consortium of broadcast and cable television
networks called the Advanced Television Copyright Coalition. Some of those
articles have indicated that the coalition is prepared to support litigation
and to explore legislative solutions unless the members of the personal
television industry agree to obtain license agreements for use in the
companies' programming. Actions taken by these types of organizations or
companies could make it more difficult for us to introduce new services, delay
widespread consumer acceptance of our products and services, restrict our use
of some television content, increase our costs and adversely affect our
business.

Our success depends on our ability to secure and protect patents, trademarks
and other proprietary rights.

Our success and ability to compete are substantially dependent upon our
internally developed technology. We rely on patent, trademark and copyright
law, trade secret protection and confidentiality or license agreements with our
employees, customers, partners and others to protect our proprietary rights.
However, the steps we take to protect our proprietary rights may be inadequate.
We have filed patent applications and provisional patent applications covering
substantially all of the technology used to deliver the TiVo Service and its
features and functionality. To date, none of these patents has been granted,
and we cannot assure you that any patents will ever be granted, that any issued
patents will protect our intellectual property or that any issued patents will
not be challenged by third parties. In addition, other parties may
independently develop similar or competing technologies designed around any
patents that may be issued to us. Our failure to protect our proprietary rights
could have a material adverse effect on our business.

Laws or regulations that govern the television industry and the delivery of
programming could expose us to legal action if we fail to comply or could
require us to change our business.

Personal television and the delivery of television programming through the
TiVo Service and a personal video recorder represents a new category in the
television and home entertainment industries. As such, it is

12
<PAGE>

difficult to predict what laws or regulations will govern our business. Changes
in the regulatory climate or the enforcement or interpretation of existing laws
could expose us to additional costs and expenses and could require changes to
our business. For example, copyright laws could be applied to restrict the
capture of television programming, which would adversely affect our business.
The application of existing laws and regulations to the personal television
market is unknown. Therefore, it is difficult to anticipate the impact of
current or future laws and regulations on our business.

The Federal Communications Commission has broad jurisdiction over the
telecommunications and cable industries. The majority of FCC regulations, while
not directly affecting TiVo, do affect many of the strategic partners on whom
we substantially rely for the marketing and distribution of the personal video
recorder and the TiVo Service. As such, the indirect effect of these
regulations may adversely affect our business. In addition, the FCC could
promulgate new regulations, or interpret existing regulations in a manner that
would cause us to incur significant compliance costs or force us to alter the
features or functionality of the TiVo Service.

If we are unable to safeguard the security and privacy of our subscribers'
confidential data, our reputation and brand may be harmed.

The personal video recorder collects and stores viewer preferences and other
data that many of our subscribers consider confidential. Any compromise or
breach of the encryption and other security measures we use to protect this
data could harm our reputation and expose us to potential liability. Advances
in computer capabilities, new discoveries in the field of cryptography, or
other events or developments could result in a compromise or breach of the
systems we use to protect our subscribers' confidential information. We may be
required to make significant expenditures to protect against security breaches
or to remedy problems caused by any breaches.

Uncertainty in the marketplace regarding the use of data from subscribers
could reduce demand for the TiVo Service and result in increased expenses.

Consumers may be concerned about the use of personal information gathered by
the TiVo Service and personal video recorder. Under our current policy, we do
not access this data or release it to third parties. Privacy concerns, however,
could create uncertainty in the marketplace for personal television and our
products and services. Changes in our privacy policy could reduce demand for
the TiVo Service, increase the cost of doing business as a result of litigation
costs or increased service delivery costs, or otherwise harm our reputation and
business.

We would lose revenues and incur significant costs if our systems or those of
our key partners or suppliers are not year 2000 compliant.

Many computer programs have been written using two digits rather than four to
define the applicable year. This poses a problem at the end of the century
because these computer programs do not properly recognize the year. This could
result in major system failures or miscalculations that would disrupt our
business. We expect to complete our year 2000 assessment in September 1999 and
complete any remediation by November 1, 1999. Our assessment may identify
material non-compliance issues with the TiVo Service or the personal video
recorder, our information technology systems or the systems of our partners or
suppliers. We may not be able to successfully resolve these issues, or it may
be costly to do so. In addition, we cannot assure you that governmental
agencies, utility companies, third-party service providers and others outside
of our control will be year 2000 compliant. Such entities' failure to be year
2000 compliant could result in a systemic failure beyond our control. For
example, a prolonged telecommunications or electrical failure, which could
prevent us from delivering upgrades and regular downloads to the personal video
recorders that enable the TiVo Service, could adversely impact the
functionality of the personal video recorder.

For a preliminary evaluation of the potential impact of these year 2000
issues on us, please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Issue."

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<PAGE>

Financial Risks

In the future, our revenues and operating results may fluctuate
significantly, which may adversely affect the market price of our common
stock.

We expect our revenues and operating results to fluctuate significantly due
to a number of factors, many of which are outside of our control. Therefore,
you should not rely on period-to-period comparisons of results of operations
as an indication of our future performance. It is possible that in some future
periods our operating results may fall below the expectations of market
analysts and investors. In this event, the market price of our common stock
would likely fall.

Factors that may affect our quarterly operating results include:

. demand for personal video recorders and the TiVo Service;

. the timing and introduction of new services and features on the TiVo
Service;

. seasonality and other consumer and advertising trends;

. changes in revenue sharing arrangements with our strategic partners;

. entering into new or terminating existing strategic partnerships;

. changes in the subsidy payments we make to certain strategic partners;

. changes in our pricing policies, the pricing policies of our competitors
and general pricing trends in the consumer electronics market;

. loss of subscribers to the TiVo Service; and

. general economic conditions.

Because our expenses precede associated revenues, unanticipated shortfalls
in revenue could adversely effect our results of operations for any given
period and cause the market price of our common stock to fall.

Seasonal trends may cause our quarterly operating results to fluctuate, which
may adversely affect the market price of our common stock.

Consumer electronic product sales have traditionally been much higher during
the holiday shopping season than during other times of the year. Although
predicting consumer demand for our products will be very difficult, we believe
that sales of personal video recorders and new subscriptions to the TiVo
Service will be disproportionately high during the holiday shopping season
when compared to other times of the year. If we are unable to accurately
forecast and respond to consumer demand for our products, our reputation and
brand will suffer and the market price of our common stock would likely fall.

We expect that a portion of our future revenues will come from targeted
commercials and other forms of television advertising enabled by the TiVo
Service. Expenditures by advertisers tend to be seasonal and cyclical,
reflecting overall economic conditions as well as budgeting and buying
patterns. A decline in the economic prospects of advertisers or the economy in
general could alter current or prospective advertisers' spending priorities or
increase the time it takes to close a sale with our advertisers, which could
cause our revenues from advertisements to decline significantly in any given
period.

If we are unable to raise additional capital on acceptable terms, our ability
to effectively manage growth and build a strong brand could be harmed.

We expect that our existing capital resources, combined with the net
proceeds of this offering, will be sufficient to meet our cash requirements
through at least the next 12 months. However, as we continue to grow our
business, we may need to raise additional capital, which may not be available
on acceptable terms. If we cannot raise necessary additional capital on
acceptable terms, we may not be able to develop or enhance our products and
services, take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements.

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<PAGE>

If additional capital is raised through the issuance of equity securities,
the percentage ownership of our existing stockholders will be reduced,
stockholders may experience dilution in net book value per share, or these
equity securities may have rights, preferences or privileges senior to those of
the holders of our common stock. Any debt financing, if available, may involve
covenants limiting, or restricting our operations or future opportunities.

We have agreed to subsidize the cost of manufacturing personal video
recorders, which may adversely affect our operating results and ability to
achieve profitability.

We anticipate that Philips will assume manufacturing responsibility for the
personal video recorders in the second half of 1999. We have agreed to pay
Philips a per unit subsidy for each personal video recorder that it
manufactures and sells. A portion of the subsidy amount is paid when the
personal video recorder is shipped. The remaining portion is due when the
subscriber activates the TiVo Service. The amount of the payments can vary
depending upon Philips' manufacturing costs and selling prices. In addition, in
the event Philips is unable to manufacture the personal video recorders at the
costs currently estimated or if selling prices are less than anticipated, we
will owe additional amounts to Philips, which could adversely affect our
operating results. We are obligated to pay a portion of the subsidy when the
personal video recorder is shipped, and we will not receive any revenues
related to the unit until the unit is sold and the purchaser activates the TiVo
Service. We may make additional subsidy payments in the future to consumer
electronic and other manufacturers in an effort to maintain a commercially
viable retail price for the personal video recorders and other devices that
enable the TiVo Service.

The lifetime subscriptions to the TiVo Service that we currently offer commit
us to providing services for an indefinite period. The revenue we generate from
these subscriptions may be insufficient to cover future costs.

We currently offer subscriptions that commit us to provide service for as
long as the personal video recorder purchased is used by the original
subscriber. The lifetime subscription fee for the TiVo Service is received in
advance and amortized as revenue over four years, which is our estimate of the
service life of the personal video recorder. If these lifetime subscribers use
the personal video recorder for longer than anticipated, we will incur costs
without a corresponding revenue stream. If we spend amounts received from
lifetime subscriptions prior to the end of the lifetime commitment period, we
may be required to fund ongoing costs from other sources.

Risks Related To Key Employees

If we lose key management personnel, we may not be able to successfully
operate our business.

Our future performance will be substantially dependent on the continued
services of our senior management and other key personnel. The loss of any
members of our executive management team and the inability to hire additional
executive management could harm our business and results of operations. In
addition, we do not have employment agreements with, or key man insurance
policies for, any of our key personnel.

We have recently hired several senior executive officers. If these individuals
are unable to execute our business strategy and manage our growth, our ability
to generate revenues and achieve profitability could be harmed.

Several members of our executive management team were hired in 1999,
including our Chief Financial Officer and Vice President of Finance, our Vice
President of Business Development, our Vice President of Human Resources, our
Vice President of Sales and our Vice President of Information Technology and
Chief Information Officer. These individuals do not have significant experience
working with the other members of our management team, and therefore may
require time to adequately familiarize themselves with the nature of our
business and operations. We cannot assure you that these individuals will be
able to successfully work together or manage any growth we may experience. The
process of integrating these individuals into our management team may detract
from the operation of our business.

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<PAGE>

Risks Related To This Offering

Purchasers of our common stock in this offering will suffer immediate and
substantial dilution.

The initial public offering price per share will significantly exceed the
net tangible book value per share. As a result, you will experience immediate
dilution of $7.95 in the pro forma adjusted net tangible book value per share
of common stock at an assumed public offering price of $12.00 per share. This
dilution is in large part because our earlier investors paid substantially
less than the initial public offering price when they purchased their shares.
You will also experience additional dilution when outstanding options and
warrants are exercised.

Management has broad discretion on how to use the proceeds from this
offering, and may apply these proceeds to uses that do not increase our
revenues or market value.

We expect to spend a substantial amount, including amounts from the net
proceeds we receive in connection with this offering, to advertise and promote
the TiVo Service and the TiVo brand, develop new products and services, and
for other working capital and general corporate purposes. We have not
determined the specific amounts we intend to spend in any of these areas or
the timing of these expenditures. Consequently, management will have broad
discretion with respect to the use of the net proceeds from this offering.
Because of the number and variability of factors that determine our use of
proceeds from this offering, we cannot assure you that the uses will not vary
from our current intentions.

Our certificate of incorporation, bylaws and Delaware law contain provisions
that could discourage a third party from acquiring us and consequently
decrease the market value of your investment.

Some provisions of our certificate of incorporation and bylaws and of
Delaware law could delay or prevent a change of control or changes in our
management that a stockholder might consider favorable. If a change of control
or change in management is delayed or prevented, the market price of our
common stock could decline. For more information about particular anti-
takeover provisions, see "Description of Capital Stock."

We expect to experience volatility in our stock price that could adversely
affect your investment.

Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiations
between the representatives of the underwriters and us and may not be
indicative of the market price for the common stock that may develop after
this offering. We do not know the extent to which investor interest will lead
to the development of an active public market. Investors may not be able to
resell our common stock at or above the initial public offering price. In
addition, many factors could cause the market price of our common stock to
fluctuate substantially, including:

. changes in estimates of our financial performance or changes in
recommendations by securities analysts;

. release of new or enhanced products or introduction of new marketing
initiatives by us or our competitors;

. announcements by us or our competitors of the creation or termination of
significant strategic partnerships, joint ventures, significant
contracts, or acquisitions;

. the market price generally for technology-related stocks;

. fluctuations in general economic conditions;

. market conditions affecting the television and home entertainment
industry;

. fluctuations in operating results; and

. additions or departures of key personnel.

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<PAGE>

We may in the future be the target of securities class action litigation,
which could be costly and time consuming to defend.

In the past, securities class action litigation has often been brought
against a company following price declines. We may be the target of similar
litigation in the future that could harm the market price of our common stock.
Securities litigation could result in substantial costs and diversion of
management attention and resources, all of which could materially harm our
business.

An aggregate of 30,187,549 shares, or 84.6%, of our outstanding stock will
become eligible for resale in the public market between 180 days and one year
after this offering, and future sales of such stock may cause our stock price
to decline.

The market price of our common stock could drop as a result of sales of a
large number of shares of common stock in the market after this offering or in
response to the perception that sales of a large number of shares could occur.
No prediction can be made about the effect that future sales of common stock
will have on the market price of our common stock. Of the 35,687,549 shares of
our common stock to be outstanding upon completion of the offering, the
5,500,000 shares offered hereby (plus any shares issued upon exercise of the
underwriters' over-allotment option) will be freely tradable. All of the shares
outstanding prior to the offering will be "restricted securities" as the term
is defined under Rule 144 promulgated under the Securities Act. Unless sold
pursuant to Rule 144, which provides for minimum holding periods, public
availability of information, and volume and manner restrictions on sales,
"restricted securities" cannot be sold without an effective registration
statement on file with the SEC. These shares will be available for sale in the
public market as follows:

<TABLE>
<CAPTION>
Number of Shares/
Percent Outstanding Date When Shares Become Available for Resale in the
After the Offering Public Market
------------------- ---------------------------------------------------------
<C> <S>
18,124,049 / 50.8% 180 days after the date of this prospectus pursuant to
agreements between the stockholders and the underwriters
or TiVo, provided that Credit Suisse First Boston can
waive this restriction at any time. 12,359,842 of these
shares will also be subject to sales volume restrictions
under Rule 144 under the Securities Act

12,063,500 / 33.8% Upon expiration of applicable one-year holding periods
under Rule 144, which will expire between April 13, 2000
and September 7, 2000, subject to sales volume
restrictions under Rule 144
</TABLE>

In addition, we intend to file a registration statement on Form S-8 under the
Securities Act approximately 90 days after the date of this offering to
register an aggregate of 9.3 million shares of common stock issued or reserved
for issuance under our various stock plans.

Forward-looking statements contained in this prospectus may not be realized.

All statements, trend analysis and other information contained in this
prospectus relating to markets for our products and trends in revenues, gross
margins and anticipated expense levels, as well as other statements including
words such as "anticipate," "believe," "plan," "estimate," "expect" and
"intend" and other similar expressions constitute forward-looking statements.
These forward-looking statements are subject to business and economic risks and
uncertainties, and our actual results of operations may differ materially from
those contained in the forward-looking statements.

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<PAGE>

USE OF PROCEEDS

We expect to receive net proceeds of approximately $60.1 million from the
sale of 5,500,000 shares of common stock in this offering, and an additional
$9.2 million from the sale of 825,000 shares if the underwriters' over-
allotment option is exercised in full, at an assumed initial public offering
price of $12.00 per share.

We have no specific plan for the net proceeds of this offering. The principal
reason for this offering is to raise capital for:

. advertising and promotion of the TiVo Service and the TiVo brand;

. development of new products and services; and

. other working capital and general corporate purposes.

The amounts and timing of these expenditures will vary depending on a number of
factors, including competitive and technological developments and the rate of
growth, if any, of our business. We may also use a portion of the net proceeds
to:

. acquire additional businesses, products or technologies;

. lease additional facilities; or

. establish joint ventures that we believe will complement our current or
future business.

However, we have no specific plans, agreements or commitments to do so and are
not currently engaged in any negotiations for any of these types of
transactions.

We will retain broad discretion in the allocation of the net proceeds of this
offering. Because of the number and variability of factors that determine our
use of proceeds from this offering, we cannot assure you that the uses will not
vary from our current intentions.

Pending the uses described above, we will invest the net proceeds in short-
term, interest bearing, investment-grade securities. We cannot predict whether
the proceeds will be invested to yield a favorable return.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. In
addition, under our bank credit facility, we cannot pay dividends without our
bank's consent, with limited exceptions. We currently intend to retain any
future earnings to fund the development and growth of our business and do not
anticipate paying any cash dividends in the foreseeable future.

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<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 1999:

. on an actual basis;

. on a pro forma basis to reflect

. the sale and issuance to Sony Corporation of America, Inc. of
2,643,482 shares of Series J preferred stock, and

The capitalization information set forth in the table below is qualified by,
and you should read it in conjunction with, more detailed financial statements
and related notes and the information included under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
June 30, 1999
--------------------------------
Pro Forma
Actual Pro Forma As Adjusted
-------- --------- -----------
(in thousands, except share
data )

<S> <C> <C> <C>
Long-term portion of obligations under capital
lease......................................... $ 558 $ 558 $ 558
-------- -------- --------
Stockholders' equity
Convertible preferred stock par value $0.001;
20,100,000 shares authorized, 15,573,661
shares issued and outstanding actual;
23,415,000 shares authorized, no shares
issued and outstanding pro forma; 2,000,000
shares authorized, no shares issued and
outstanding pro forma as adjusted........... 39,580 -- --
Common stock, par value $0.001; 40,000,000
shares authorized, 8,291,876 shares issued
and outstanding actual; 50,000,000 shares
authorized, 30,111,320 shares issued and
outstanding pro forma, 75,000,000
authorized, 35,611,320 shares issued and
outstanding pro forma as adjusted........... 8 30 36
Additional paid-in capital................... 25,590 130,167 190,275
Deferred compensation........................ (2,628) (2,628) (2,628)
Prepaid marketing expenses................... (18,679) (18,679) (18,679)
Note receivable from stockholder............. (2,822) (2,822) (2,822)
Losses accumulated during the development
stage....................................... (21,944) (21,944) (21,944)
-------- -------- --------
Total stockholders' equity .................. 19,105 84,124 144,238
-------- -------- --------
Total capitalization....................... $ 19,663 $ 84,682 $144,796
======== ======== ========
</TABLE>
-----------------------
This table excludes the following shares as of June 30, 1999:

. 3,161,512 shares of common stock issuable upon the exercise of stock
options outstanding under our stock option plans at a weighted average
exercise price of $3.65 per share; and

. 560,288 shares of common stock available for issuance under our stock
option plans.

19
<PAGE>

DILUTION

The pro forma net tangible book value of TiVo Inc. on June 30, 1999 was
approximately $84.1 million, or approximately $2.79 per share. Pro forma net
tangible book value per share represents our pro forma stockholders' equity
divided by the pro forma number of shares of our common stock outstanding of
30,111,320. Pro forma common shares outstanding are calculated after giving
effect to the issuance of 21,819,444 shares of common stock upon the automatic
conversion of 21,819,444 shares of preferred stock, including the 2,643,482
shares of Series J preferred stock issued to Sony Corporation of America,
Inc., outstanding as of the date of this prospectus into shares of common
stock on a one-for-one basis.

Dilution in pro forma net tangible book value per share represents the
difference between the amount per share paid by purchasers of shares of common
stock in this offering and the net tangible book value per share of our common
stock immediately afterwards. Assuming our sale of 5,500,000 shares of common
stock offered by this prospectus at an assumed initial public offering price
of $12.00 per share, and after deducting estimated underwriting discounts and
commissions and estimated offering expenses, our pro forma net tangible book
value at June 30, 1999 would have been approximately $144.2 million or $4.05
per share. This represents an immediate increase in net tangible book value of
$1.26 per share to new investors purchasing shares of common stock in this
offering. The following table illustrates this dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............... $12.00
Pro forma net tangible book value per share at June 30,
1999....................................................... $2.79
Increase per share attributable to new investors............ 1.26
Pro forma net tangible book value per share after this
offering..................................................... 4.05
------
Dilution per share to new investors........................... $ 7.95
======
</TABLE>

The following table summarizes on a pro forma basis as of June 30, 1999 the
differences between existing stockholders and the new investors with respect
to the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid. We have assumed an
initial public offering price of $12.00 per share, and we have not deducted
estimated underwriting discounts and commissions and estimated offering
expenses in our calculations.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average
------------------ -------------------- Price Per
Number Percent Amount Percent Share
---------- ------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders...... 30,111,320 84.6% $106,068,000 61.6% $3.52
New investors.............. 5,500,000 15.4% 66,000,000 38.4 12.00
---------- ----- ------------ ----- -----
Total.................... 35,611,320 100.0% $172,068,000 100.0%
========== ===== ============ =====
</TABLE>

The foregoing discussion and tables assume no exercise of any outstanding
stock options. To the extent that any shares reserved for issuance under our
stock plans are issued, there will be further dilution to new investors. See
"Capitalization" and "Management--Stock Plans."

If the underwriters exercise their over-allotment in full, the following
will occur:

. the number of shares of common stock held by existing stockholders will
decrease to approximately 82.6% of the total number of shares of our
common stock outstanding; and

. the number of shares held by new public investors will increase to
6,325,000, or approximately 17.4% of the total number of our common
stock outstanding after this offering.

20
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with our
financial statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this prospectus. The statement of operations data for the period from
inception to December 31, 1997 and for the year ended December 31, 1998, and
the balance sheet data as of December 31, 1997 and 1998, are derived from the
audited financial statements included elsewhere in this prospectus. The
selected statement of operations data for the six months ended June 30, 1998
and 1999 and from the period from inception to June 30, 1999, and the selected
balance sheet data as of June 30, 1999 are derived from our unaudited financial
statements included elsewhere in this prospectus. The pro forma net loss per
share is calculated as if the convertible preferred stock outstanding as of
June 30, 1999 was converted into shares of common stock on the date of its
issuance on a one-for-one basis. Subsequent to June 30, 1999, we issued
3,121,994 shares of Series I preferred stock at $10.41 per share and 3,123,789
shares of Series J preferred stock at $10.41 per share. The balance sheet data
do not include the proceeds from these issuances.

These unaudited financial statements have been prepared on the same basis as
our audited financial statements and, in our opinion include all material
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly this unaudited financial information. The historical results are
not necessarily indicative of results to be expected for future periods.

<TABLE>
<CAPTION>
Period From Period From
August 4, 1997 Six Months Ended August 4, 1997
(Inception) to Year Ended June 30, (Inception) to
December 31, December 31, ----------------- June 30,
1997 1998 1998 1999 1999
-------------- ------------ ------- -------- --------------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Subscription revenues... $ -- $ -- $ -- $ 8 $ 8
Costs and expenses:
Cost of services...... -- -- -- (1,170) (1,170)
Research and
development.......... (356) (5,614) (1,809) (2,999) (8,969)
Sales and marketing... (28) (1,277) (356) (3,784) (5,089)
Sales and marketing --
related parties...... -- -- -- (382) (382)
General and
administrative
expenses............. (241) (2,946) (903) (3,024) (6,211)
Stock-based
compensation......... -- -- -- (187) (187)
Other operating
income............... -- -- -- 895 895
Other operating
expenses............. -- -- -- (1,084) (1,084)
------ ------- ------- -------- --------
Loss from
operations......... (625) (9,837) (3,068) (11,727) (22,189)
Interest income....... 49 116 35 277 442
Interest expense and
other................ (19) -- (13) (178) (197)
------ ------- ------- -------- --------
Net loss............ $ (595) $(9,721) $(3,046) $(11,628) $(21,944)
====== ======= ======= ======== ========
Net loss per share:
Basic and diluted..... $(0.20) $ (3.25) $ (1.04) $ (2.67) $ (6.59)
Weighted average
shares............... 2,917 2,990 2,933 4,356 3,330
Pro forma net loss per
share:
Basic and diluted..... $ (0.90) $ (0.64)
Weighted average
shares............... 10,759 18,089
</TABLE>

<TABLE>
<CAPTION>
As of
As of June
December 31, 30,
------------- -------
1997 1998 1999
------ ------ -------
(in thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents................................ $2,110 $2,248 $11,967
Working capital.......................................... 2,044 1,329 18,221
Total assets............................................. 2,548 3,543 23,804
Long-term portion of obligations under capital lease..... -- -- 558
Total stockholders' equity............................... 2,405 2,121 19,105
</TABLE>

21
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We were incorporated as Teleworld Inc. in August 1997 and changed our name to
TiVo Inc. in July 1998. The TiVo Service is a subscription-based television
service that provides viewers with greater control, easier navigation and a
wider range of viewing options when watching television. The TiVo Service also
provides television content providers and advertisers with a new platform for
content delivery, interactive viewing options and in-home commerce. The TiVo
Service is enabled through a personal video recorder designed and developed by
TiVo.

We are a development-stage company. We have generated only a limited amount
of revenues to date and expect to incur significant operating expenses over the
next several years in connection with the continued development and expansion
of our business. In particular, we expect our sales and marketing expenses to
increase significantly as we initiate the retail launch of the TiVo Service and
the related personal video recorder, attempt to establish the TiVo brand and
attract subscribers. The retail launch is scheduled to begin in the second half
of 1999. As a result, we will lose money in 1999. We expect to continue to lose
money for the foreseeable future. As of June 30, 1999, we had an accumulated
deficit of $21.9 million.

We currently generate revenues from subscriptions to the TiVo Service and
other income from the sale of personal video recorders. We began selling
personal video recorders and subscriptions to the TiVo Service on March 31,
1999. For the six months ended June 30, 1999, we generated revenues of $8,000
from subscriptions to the TiVo Service. Subscriptions to the TiVo Service are
available on a monthly, annual or lifetime basis. A monthly subscription
currently costs $9.95 per month, an annual subscription costs $99 per year and
a lifetime subscription costs $199. A lifetime subscription allows access to
the TiVo Service as long as the viewer uses the personal video recorder that
activates the TiVo Service. Subscription fees are paid by the viewer prior to
activation of the TiVo Service. Subscription revenues from lifetime
subscriptions are recognized ratably over a four year period. Our current plan
is to stop selling personal video recorders in connection with the transition
of manufacturing and distribution to Philips. We expect that Philips will begin
to manufacture and distribute personal video recorders in the second half of
1999. The sales of personal video recorders are not expected to be recurring,
and are therefore considered incidental to our business. The proceeds from the
sale of personal video recorders for the six months ended June 30, 1999 of
$895,000 are recorded as other income. The cost of these personal video
recorders was $1.1 million.

We anticipate that the sources of our revenues will change over time. In the
future, we may generate revenue from other sources such as:

. advertising shown on the TiVo Service;

. revenues from networks; and

. electronic commerce or couch commerce.

We have agreed to share a substantial portion of our subscription and other
fees with some of our strategic partners in order to promote the TiVo Service
and encourage the manufacture and distribution of the personal video recorders
that enable the TiVo Service. Given how these amounts are calculated, these
agreements may require us to share substantial portions of the subscription and
other fees attributable to the same subscriber with multiple partners. These
agreements require us to share a portion of our subscription fees whether or
not we reduce the price of the TiVo Service. If we reduce our subscription fees
in response to competitive or other market factors, our operating results would
be adversely affected. Our decision to share subscription revenues is based on
our expectation that our partnerships will help us obtain subscribers, broaden
market acceptance of personal television and increase our future revenues. If
these expectations are not met, we may be unable to generate sufficient revenue
to cover our expenses and obligations.

22
<PAGE>

We have agreed to make monthly, formula-based payments to Philips, DIRECTV
and Quantum in exchange for manufacturing, marketing support and a discount
from Quantum on hard disk drives used in the personal video recorders. We have
also agreed to pay to Philips a per unit subsidy for each personal video
recorder that they manufacture and sell. A portion of the subsidy amount paid
to Philips is due when the personal video recorder is shipped. The remaining
portion is due when the subscriber activates the TiVo Service. The amount of
the payments can vary depending upon Philips' manufacturing costs and selling
prices. We may make additional subsidy payments in the future to consumer
electronic and other manufacturers in an effort to maintain a commercially
viable retail price for the personal video recorders and other devices that
enable the TiVo Service. Payments made to our strategic partners in exchange
for these services are recognized as sales and marketing expenses--related
parties. Subsidy payments are renegotiated on an annual basis.

In the past, we have issued stock in exchange for services by our strategic
partners. For example, we issued shares of our common stock to DIRECTV in
exchange for marketing support and a note which will be reduced as bandwidth
capacity is made available to TiVo on DIRECTV's satellite television system. We
also issued warrants exercisable for shares of our common stock to Quantum in
exchange for a discount on hard disk drives used in personal video recorders
that enable the TiVo Service. As of June 30, 1999, we had recorded prepaid
marketing expenses resulting from the issuance of this equity to DIRECTV and
Quantum in the amount of $18.7 million. This amount represents the estimated
fair value of the common stock at the date of issuance and the estimated fair
value of the 324,325 warrant shares which were vested as of that date out of
the total of 867,803 shares issuable upon exercise of the warrants. Of this
amount, zero was amortized in 1998 and $276,000 was amortized for the six
months ended June 30, 1999. These prepaid marketing expenses are amortized as
services are provided to us and charged to sales and marketing expense--related
parties.

From time to time, we have also granted stock options to employees,
consultants and directors and expect to continue to do so in the future. As of
June 30, 1999, we had recorded deferred compensation related to these options
in the total amount of $2.8 million, representing the difference between the
estimated fair value of our common stock, as determined for accounting
purposes, and the exercise price of options on the date of grant. Of this
amount, zero was amortized in 1998 and $187,000 was amortized for the six
months ended June 30, 1999. Deferred compensation is amortized over the vesting
period of each option.

Results of Operations

Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998

Subscription revenues. Subscription revenues for the six months ended June
30, 1999 increased to $8,000 from zero for the six months ended June 30, 1998.
This increase is attributable to customer subscriptions to the TiVo Service
which began in March 1999. As of June 30, 1999, we had approximately 1,000
subscribers.

Cost of services. Cost of services consists primarily of employee salaries
and expenses related to providing the TiVo Service to subscribers. Cost of
services for the six months ended June 30, 1999 increased to $1.2 million from
zero for the six months ended June 30, 1998. This increase was primarily
attributable to the hiring of content programming and service operation
personnel in connection with the commercial release of the TiVo Service and the
personal video recorder that enables the TiVo Service.

Research and development expenses. The Company's research and development
expenses consist primarily of employee salaries and related expenses and
consulting fees relating to the design of the personal video recorder that
enables the TiVo Service. Research and development expenses for the six months
ended June 30, 1999 increased to $3.0 million from $1.8 million for the six
months ended June 30, 1998. This increase was primarily attributable to the
hiring of additional engineering personnel and related costs.

Sales and marketing expenses. Sales and marketing expenses consist primarily
of employee salaries and related expenses, development of media advertising,
public relations tours and special promotions, trade shows

23
<PAGE>

and the production of product related items, including packaging, manuals and
videos. Sales and marketing expenses for the six months ended June 30, 1999
increased to $3.8 million from $356,000 for the six months ended June 30, 1998.
This increase was primarily attributable to an increase in expenditures for
trade shows, public relations and advertising in connection with the commercial
release of the TiVo Service and the personal video recorder that enables the
TiVo Service. We expect our marketing expenses to increase significantly in
connection with the retail launch of the TiVo Service and the personal video
recorder that enables the TiVo Service. The retail launch is expected to occur
in the second half of 1999.

Sales and marketing expenses--related parties. Sales and marketing expenses--
related parties consist of cash and non-cash charges related to agreements with
DIRECTV, Philips and Quantum, all of whom hold stock or warrants in the
Company. Sales and marketing--related parties for the six months ended June 30,
1999 increased to $382,000 from zero for the six months ended June 30, 1998 as
services began to be rendered.

General and administrative expenses. General and administrative expenses
consist primarily of employee salaries and related expenses for executive,
administrative, accounting, information systems, customer service personnel,
facility costs, professional fees and recruiting. General and administrative
expenses for the six months ended June 30, 1999 increased to $3.0 million from
$903,000 for the six months ended June 30, 1998. This increase was primarily
attributable to an increase in salaries and related expenses and costs of
establishing Information Services and Service Operations departments which did
not exist in the six months ended June 30, 1998.

Stock-based compensation. During 1999, we granted stock options with exercise
prices that were less than the estimated fair market value of the underlying
shares of common stock for accounting purposes on the date of grant. This will
result in stock-based compensation expense over the period that these options
vest. The stock- based compensation expense was approximately $187,000 for the
six months ended June 30, 1999.

Other operating income. Other operating income consists of proceeds from the
sale of personal video recorders. We plan to stop selling personal video
recorders by the end of 1999 in connection with the transition of manufacturing
to Philips. The sales proceeds received through June 30, 1999 are considered
incidental to our business and have been classified as other operating income.

Other operating expenses. Other operating expenses consist of the cost of the
personal video recorders sold for the six months ended June 30, 1999.

Year Ended December 31, 1998 Compared to the Period from Inception to December
31, 1997

Research and development expenses. Research and development expenses for the
year ended December 31, 1998 increased to $5.6 million from $356,000 for the
period of inception through December 31, 1997. This increase was primarily
attributable to the hiring of additional engineering personnel and expenditures
on product design, development consulting and prototype manufacturing.

Sales and marketing expenses. Sales and marketing expenses for the year ended
December 31, 1998 increased to $1.3 million from $28,000 for the period of
inception through December 31, 1997. This increase was primarily attributable
to the hiring of additional sales and marketing personnel, corporate identity
development, retention of a public relations firm and professional web site
development.

General and administrative expenses. General and administrative expenses for
the year ended December 31, 1998 increased to $2.9 million from $241,000 for
the period of inception through December 31, 1997. This increase was primarily
attributable to hiring additional personnel, moving to a larger facility and
recruiting, travel, consulting, legal and other overhead costs to support the
growth of the business.

24
<PAGE>

Quarterly Results of Operations

The following table represents certain unaudited statement of operations data
for our six most recent quarters ended June 30, 1999. In management's opinion,
this unaudited information has been prepared on the same basis as the audited
annual financial statements and includes all adjustments, consisting only of
normal recurring adjustments, necessary for a fair representation of the
unaudited information for the quarters presented. This information should be
read in conjunction with our financial statements, including the notes thereto,
included elsewhere in this prospectus. The results of operations for any
quarter are not necessarily indicative of results that may be expected for any
future period.

<TABLE>
<CAPTION>
Three
Months
Ended
-----------------------------------------------------------------
March 31, June 30, September 30, December 31, March 31, June 30,
1998 1998 1998 1998 1999 1999
--------- -------- ------------- ------------ --------- --------
(unaudited, in thousands)
<S> <C> <C> <C> <C> <C> <C>
Subscription
revenues......... $ -- $ -- $ -- $ -- $ -- $ 8
Costs and expenses
Cost of
services....... -- -- -- -- (618) (552)
Research and
development.... (793) (1,016) (1,659) (2,146) (1,369) (1,630)
Sales and
marketing...... (134) (222) (354) (567) (2,056) (1,728)
Sales and
marketing--
related
parties........ -- -- -- -- -- (382)
General and
administrative.. (293) (610) (706) (1,337) (1,535) (1,489)
Stock based
compensation... -- -- -- -- -- (187)
Other operating
expense, net... -- -- -- -- 12 (201)
------- ------- ------- ------- ------- -------
Loss from
operations... (1,220) (1,848) (2,719) (4,050) (5,566) (6,161)
Interest income... 18 17 46 55 53 224
Interest expense
and other........ (2) (11) (7) -- (2) (176)
------- ------- ------- ------- ------- -------
Net loss...... $(1,204) $(1,842) $(2,680) $(3,995) $(5,515) $(6,113)
======= ======= ======= ======= ======= =======
</TABLE>

We expect sales and marketing expenses to increase substantially in
connection with the retail launch of the TiVo Service in the second half of
1999. To launch the TiVo Service in retail channels, we intend to initiate an
extensive advertising campaign. We intend to hire additional sales and
marketing personnel and to begin a marketing campaign through television, print
and Internet-based advertising and direct mail. We further expect to commit a
significant amount of human and financial resources to supplement the sales and
marketing efforts of our strategic partners, to participate in trade shows,
produce commercials and infomercials and create other marketing collateral. We
expect to spend increasing amounts on sales and marketing to attract
subscribers and retailers.

The TiVo Service is enabled through a personal video recorder that is sold in
retail channels like other consumer electronic devices. As a result, we
anticipate that our business will be seasonal and we expect to generate a
significant number of our annual new subscribers during the holiday shopping
season. We also expect to generate a portion of future revenues from television
advertising which tends to be seasonal and cyclical, reflecting overall
economic conditions as well as budgeting and buying patterns.

Liquidity and Capital Resources

From inception through June 30, 1999, we financed our operations and met our
capital expenditure requirements primarily from proceeds of the private sale of
equity securities totaling approximately $39.9 million. At June 30, 1999, we
had $12.0 million of cash and cash equivalents along with $7.5 million of short
term investments. The expansion of our business will require significant
additional capital to fund operating losses, capital expenditures and working
capital needs.

25
<PAGE>

Net cash used in operating activities was $494,000 from inception to December
31, 1997, $8.8 million for the year ended December 31, 1998, and $10.7 million
for the six months ended June 30, 1999. Net cash used during these periods was
primarily a result of the research and development, sales and marketing and
general and administrative costs to support the development of the TiVo Service
and the personal video recorder that enables the TiVo Service. For the six
months ended June 30, 1999 we began providing the TiVo Service, incurring costs
of $1.2 million.

Net cash used in investing activities was $396,000 from inception to December
31, 1997, $817,000 for the year ended December 31, 1998, and $7.6 million for
the six months ended June 30, 1999. Net cash used during these periods was for
the acquisition of property and equipment and for the purchase of $7.5 million
of short term investments with proceeds primarily from the sale of preferred
stock in 1999.

Net cash provided by financing activities was $3.0 million from inception to
December 31, 1997. This financing was received from the issuance of Series A
preferred stock to several investors, including New Enterprise Associates and
Institutional Venture Partners VII, LP. Net cash provided by financing
activities was $9.8 million for the year ended December 31, 1998. This
financing was received primarily from the issuance of Series B and C preferred
stock to New Enterprise Associates, Institutional Venture Partners, Comdisco,
Odyssey and other private and institutional investors. Additionally, we
obtained financing through a bank overdraft of $442,000. Net cash provided by
financing activities was $28.0 million for the six months ended June 30, 1999.
This financing was received primarily from the issuance of Series D, E, F, G
and H preferred stock to Vulcan Ventures, Showtime, DIRECTV, NBC and Philips,
respectively. Additionally, the bank overdraft increased to $989,000 as of June
30, 1999.

In July 1999, we completed a private placement of $32.5 million of our Series
I preferred stock with the following programmers, cable network operators and
content providers;

<TABLE>
<S> <C>
. Advance/Newhouse . Discovery Communications
. CBS Corporation . Liberty Media Corporation
. Comcast Interactive . TV Guide Interactive
. Cox Communication . The Walt Disney Company
(through its wholly owned
subsidiary Catalyst Investments
</TABLE> L.L.C.)

In August 1999, we completed a private placement of $5.0 million of our
Series J preferred stock with America Online, Inc. Sony Corporation of America,
Inc. has also agreed to purchase 2,643,482 shares of our Series J preferred
stock for an aggregate purchase price of $27.5 million. The completion of this
transaction is subject to customary closing conditions such as the delivery of
legal opinions and closing certificates. We anticipate the closing of this
transaction to occur by September 10, 1999.

In December 1997, we established a $750,000 line of credit with a financial
institution. The line bears interest at the bank's prime rate plus 0.75% and
expired on August 15, 1999. Substantially all of our assets are pledged as
collateral under the line. Borrowings of $610,000 were made under this line
between February and July 1998, at which time the line was repaid. The line is
partially utilized to secure a letter of credit in the amount of $600,000. No
amounts were outstanding at December 31, 1998 and June 30, 1999.

We have commitments under facilities operating leases of $901,000 and
obligations under capital leases of $670,000 as of June 30, 1999. The
obligations under the capital lease relate to equipment leased under a lease
line that expires in February 2000 of $2.5 million. The annual interest rate on
the used portion of the line is 7.25% plus the amortization of the value
assigned to a warrant to purchase 60,814 shares of Series B preferred stock at
$1.26 per share issued in connection with the lease line.

We have also entered into various purchase order commitments with a number of
vendors, primarily for the purchase of parts to manufacture our product, public
relations and marketing services, promotional activities, and engineering
design, materials and prototypes. As of June 30, 1999, our outstanding purchase
order commitments were approximately $7.5 million.

26
<PAGE>

On April 8, 1999, we entered into a secured convertible debenture purchase
agreement with New Enterprise Associates VII, L.P., Institutional Ventures VII,
LP. and two other stockholders. Under the terms of this agreement, we received
a commitment allowing us to borrow up to $3.0 million at an interest rate of
4.67%. The debentures are secured by substantially all of our assets, excluding
intellectual property, and are due June 30, 2000. In connection with the
agreement, we issued warrants to purchase 81,522 shares of common stock at an
exercise price of $2.50 per share, including warrants to purchase 35,307 shares
of common stock to New Enterprise VII, L.P. and warrants to purchase 35,307
shares of common stock to Institutional Ventures VII, L.P. The value assigned
to these warrants is being amortized over the six month term of the commitment.
As of June 30, 1999, we had no outstanding amounts under this agreement. All of
the warrants issued under the terms of this agreement expire upon the
completion of an initial public offering and are being exercised prior to the
completion of this offering.

Our future capital requirements will depend on a variety of factors,
including market acceptance of personal television and the TiVo Service, the
resources we devote to developing, marketing, selling and supporting our
products and other factors. We expect to devote substantial capital resources:

. to hire and expand our engineering, sales and marketing and customer
support organizations;

. to prepare for and execute the retail launch of the TiVo Service and
personal video recorder; and

. for general corporate purposes.

We believe that our cash and cash equivalents, the net proceeds from the sale
of our Series I and Series J preferred stock and the net proceeds from this
offering will be sufficient to fund our operations for at least the next 12
months. Despite our expectations, we may need to raise additional capital
before the end of the next 12 months. Beyond one year, we may need to raise
additional funds in order to:

. fund anticipated growth, including significant increases in personnel,
office facilities and computer systems;

. develop new or enhance existing services or products;

. expand into new markets and respond to competitive pressures; or

. acquire or invest in complementary businesses, technologies, services or
products.

In addition, in order to meet long term liquidity needs, we may need to raise
additional funds, establish a credit facility or seek other financing
arrangements. Additional funding may not be available on favorable terms or at
all. See "Risk Factors--If we are unable to raise additional capital on
acceptable terms, our ability to effectively manage growth and build a strong
brand could be harmed."

Year 2000 Issue

We use an internal calendar in both the personal video recorder and the TiVo
Broadcast Center. The personal video recorder uses an internal calendar for
recording shows as well as to dial into the TiVo Broadcast Center for nightly
downloads of program guide data and other content. The TiVo Broadcast Center
uses a calendar to distribute program guide data and content.

State of Readiness

The TiVo Service and the personal video recorder that enables the TiVo
Service have been tested for year 2000 compliance and, at this time, there are
no known issues. We intend to test the TiVo Service and personal video recorder
for year 2000 issues again before the end of 1999.

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We have completed an initial assessment of the criticality of our suppliers'
technology being year 2000 compliant. We intend to internally test and prove
the year 2000 compliance of any vendors' and suppliers' technology that has a
high impact on our business. Those third-party technologies with moderate
impact on our business will be assessed by a review of these third parties'
web sites or by requesting a letter from such parties to prove compliance. We
do not intend to conduct further investigation on those third-party
technologies that have a low impact on our business other than reviewing these
parties' web sites.

As we have added strategic partners, we have inquired as to the year 2000
compliance of their systems. To date, all critical partners we are working
with have indicated that their systems are, or will be prior to the end of
1999, year 2000 compliant. We have not required any formal paperwork from, or
conducted any tests with, these partners.

We have completed a preliminary assessment of our information technology
systems, which includes, but is not limited to, hardware and software required
to support our broadcast service center as well as our internal business
systems. We also are in the process of assessing our non-information
technology systems, which include facility date sensitive systems. Most
information technology systems have been purchased in the last six months.
Year 2000 compliance has always been a major part of the selection criteria.
To date our assessment has consisted of the following steps:

. identification of categories of hardware and software that need to be
evaluated;

. listing of all hardware and software by category and rated by
criticality;

. determination of any known year 2000 issues;

. adoption of a proof assessment approach based on criticality to our
business;

. creation of a high level plan for assessment and remediation by item;
and

. implementation of the plan.

At this stage in our assessment, we are not aware of any year 2000 issues
that would have a material effect on our business. We plan to complete the
year 2000 assessment in September 1999 and complete any remediation by
November 1, 1999.

Cost

As of July 1, 1999, we have incurred costs of approximately $20,000 and we
expect to incur an additional $50,000 in connection with identifying,
evaluating and addressing year 2000 compliance issues. All of the expenses to
date have related to, and are expected to continue to relate to, operating
costs associated with time spent by our employees in the evaluation process.
There may be some charges related to upgrades if any issues are identified
during our vendor communications or testing. If such expenses are higher than
anticipated, our business could suffer.

Risks

Our assesment of year 2000 issues may identify material non-compliance
issues with the TiVo Service or the personal video recorder, our informational
technology systems or the systems of our partners or suppliers. We may not be
able to successfully resolve these issues, or it may be costly to do so. In
addition, we cannot assure you that governmental agencies, utility companies,
third-party service providers and others outside of our control will be year
2000 compliant. The failure by such entities to be year 2000 compliant could
result in a systemic failure beyond our control, such as a prolonged
telecommunications or electrical failure, which could prevent us from
delivering upgrades and regular downloads to the personal video recorders that
enable the TiVo Service or otherwise impact the functionality of the personal
video recorder. Any of these occurences would have a material adverse effect
on our business.

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Contingency Plans

Year 2000 issues that impair the delivery of the TiVo Service will be
addressed via software upgrades to the TiVo Broadcast Center and/or the
personal video recorder via the nightly download of data over the telephone
line. Up to 12 days of program guide data can be stored on the personal video
recorder. The program guide data related to the 12th day into the future is
downloaded onto the personal video recorder every night. If a year 2000 issue
prevents this nightly download of program guide data, there would still be up
to 12 days of program guide data on the personal video recorder at that point
in time. Each day a download does not arrive, however, there would be one less
day the subscriber could record in the future. After the 12th day following a
year 2000 issue that impacts these nightly downloads, the personal video
recorder could only be used in "non-service mode" until a software fix could be
downloaded. In non-service mode, a subscriber could still use the pause, rewind
and fast forward features, but could only record programs by manually
programming the channel and time into the personal video recorder.

If the personal video recorder's downloading process malfunctioned due to a
year 2000 issue, or if software downloads were unable to remedy the problem,
the personal video recorder would have to be returned and repaired either by
TiVo or its manufacturing partners.

To address potential facility-related year 2000 issues on our most critical
systems, we are moving the TiVo Broadcast Center into co-location at UUnet by
October 1999. The UUnet co-location is equipped with generators that can
provide several weeks of back-up power.

The results of our further assessment and testing will be taken into account
in determining the nature and extent of any additional contingency plans.

Impact of Inflation

We believe that inflation has not had a significant impact on our operating
results.

Recently Issued Accounting Standards

We have adopted SFAS No. 131, "Disclosure About Segments of an Enterprise and
Related Information" in 1998. SFAS No. 131 established standards for the way
that public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. SFAS No.131 also establishes standards for related disclosure
about products and services, geographic areas, and major customers. The
adoption of SFAS No. 131 required no additional disclosures in our consolidated
financial statements as we operate in a single reportable segment.

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BUSINESS

Overview

TiVo is a pioneer in the personal television industry. TiVo has created a
unique personal television service that allows viewers to watch what they want
when they want. The TiVo Service creates a richer and more enjoyable television
experience by offering viewers greater control, choice, and convenience. TiVo
believes that the TiVo Service also allows television programmers and
advertisers to reach a broader audience by making shows more accessible and
easier to record and to target their programming and advertising to specific
viewers. The TiVo Service is a subscription-based service enabled by a personal
video recorder designed and developed by TiVo.

TiVo intends to commence its retail launch in the second half of 1999.
Philips will manufacture, market and sell the personal video recorder enabling
the TiVo Service and spearhead the retail launch, allowing TiVo to focus its
resources on promoting and enhancing the TiVo Service. As part of the launch,
DIRECTV will provide marketing resources that will allow TiVo to target DIRECTV
subscribers. DIRECTV will also provide sales support in the retail channel.

Industry Background

The television is a truly ubiquitous consumer product. According to the
market research firm Nielsen Media Research, 98.0 million, or more than 98% of
all U.S. households, owned at least one television at the end of 1998. Nielsen
also reports that in 1998, U.S. households owned, on average, 2.4 televisions
and spent an average of 7 hours and 15 minutes per day viewing television.

The reach and popularity of television has been facilitated by the emergence
of new technologies and delivery systems for television programming. These new
technologies have enhanced the clarity, color and sound of television and, as a
result, have increased the entertainment value of watching television. In
addition, new delivery systems, including cable and satellite systems, now
offer a large number of programming choices and specialized programming such as
pay-per-view promotions. According to Paul Kagan Associates, 66.1 million U.S.
households spent $30.9 billion to receive subscription-based cable television
services in 1998. In addition, according to Skytrends, 10.6 million U.S.
households spent $5.3 billion to receive subscription-based satellite
television services in 1998.

These statistics have not been lost on advertisers, who have made television
their largest, most popular medium for reaching consumers. McCann-Erickson,
Inc., a market research firm, estimates that $47.4 billion was spent on
television advertising in 1998. This represents over 23% of total advertising
spending.

As the reach and popularity of television has grown, so too has the amount of
programming available to viewers. Cable and home satellite television systems
have dramatically increased the number of networks and channels available to
today's television viewer. According to the Television & Cable Fact Book, in
1998, over 60% of U.S. cable subscribers had access to more than 53 channels,
compared to less than 10% in 1985. The explosive growth in available channels
has led to an overwhelmingly diverse selection of programming and content. This
is due in large part to the emergence of specialized television channels and
networks which are formed around a given subject, theme or category of
interest. For example, channels have been created to deliver programming to
targeted groups, such as women or children, or to deliver specialized content,
such as news, cartoons, classic movies, golf, comedy or educational
programming. Subscription-based premium channels, such as HBO and Showtime,
also offer specialized programming including major motion pictures, made-for-
television movies and sporting events. Clearly, there is more television
programming to choose from now than ever before.

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The Need For Personal Television

From the introduction of color television and remote controls to the
proliferation of cable and satellite programming and home theater systems,
improvements in the television experience have been aimed at meeting viewer
demand for richer programming and a more enjoyable viewing experience.
However, the dramatic increase in the volume and diversity of television
programming has fragmented viewing audiences and created new challenges for
viewers, television programmers, network operators and advertisers.

Challenges Faced by Viewers. TiVo believes that today's television viewer
wants greater control, choice and convenience when watching television.
Today's television viewers:

. are unable to easily navigate through hundreds of channels and thousands
of programs;

. are unable to easily identify programs of interest;

. are limited to either watching shows at the time they are broadcast or
recording shows by using a VCR; and

. are often forced to miss portions of shows due to interruptions.

Challenges Faced by Television Programmers. Although the television has
become a ubiquitous product, the dramatic increase in the volume and diversity
of channels and programming has drawbacks for networks and other television
programmers. The major networks have been particularly affected by the
proliferation of channels and specialized programming, and are suffering from:

. brand dilution and declining viewer loyalty;

. greater fragmentation of their audience base; and

. the inability to effectively evaluate viewing habits, preferences and
demand.

The TV International Sourcebook for 1999 reports that networks have steadily
lost market share to other content providers, from 60% market share in 1993 to
approximately 45% in 1998. As television becomes more fragmented and the
competition for viewers increases, networks and other television programmers
must find new ways to attract viewers and increase viewer loyalty.

Challenges Faced by Advertisers. Similarly, TiVo believes that today's
television advertisers face new challenges as they seek greater effectiveness
and efficiency in targeting specific viewers and establishing brand identity
and loyalty. For example, advertisers must:

. spend increasing amounts of time and money to target desired demographic
groups;

. spread their advertising budgets over an ever-expanding number of
channels and programs; and

. find new ways to identify, monitor and respond to viewers' programming
and advertising preferences.

As viewer fragmentation has increased, so too has the cost of advertising.
Prime time advertisements on the major television networks are more expensive
today than ever before, yet ratings and market share for these networks are
declining. According to the Television Bureau of Advertising and Nielsen Media
Research, the average cost of a 30-second nighttime commercial has increased
from $92,700 in 1993 to $121,300 in 1998. Like television programmers,
advertisers must find new ways to reach their targeted audience and to
establish brand identity and loyalty among viewers.

Challenges Faced by Cable and Satellite Network Operators. As a result of
increased competition, cable and satellite network operators have begun
placing greater emphasis on acquiring and retaining subscribers and finding
ways to increase the monthly revenue they receive from these subscribers. In
order to successfully accomplish this, they must:

. improve customer satisfaction;

. enhance programming choice; and

. provide new features and functionality, such as electronic commerce.

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TiVo Solution

TiVo has created a personal television service that it believes meets the
challenges faced by viewers, television programmers, advertisers and network
operators. The TiVo Service provides viewers with greater control, easier
navigation and a wider range of viewing options when watching television than
what is currently available. The TiVo Service creates a richer and more
enjoyable viewing experience by allowing viewers to watch what they want when
they want. The TiVo Service also creates a new platform that enables television
programmers, advertisers, and network operators to deliver television
programming, advertising, and in-home commerce. TiVo believes that its service
allows television programmers and advertisers to reach a broader audience by
making shows more accessible and easier to record and to target their
programming and advertising to specific viewers. The TiVo Service is a
subscription-based service enabled by a personal video recorder designed and
developed by TiVo. The personal video recorder is a device that includes a hard
disk drive for recording shows and accessing the content available on the TiVo
Service.

The TiVo Service has many features that distinguish it from traditional
television viewing:

Locate and Record Multiple Shows Quickly and Easily. The TiVo Service offers
a variety of easy-to-use navigation and recording features that allow viewers
to easily locate and record their favorite shows. Viewers can record and play
back a single show or schedule a customized line-up of several shows to be
recorded without entering specialized codes, setting a timer or using a video
tape. With the Season Pass feature, the TiVo Service automatically records all
episodes of viewers' favorite shows.

Control Live Television. Using the TiVo Service and the personal video
recorder, viewers have more control over live television. For example, viewers
can utilize advanced viewing commands, such as pause, rewind, fast forward and
frame-by-frame. When a viewer pauses live television, the personal video
recorder continues to record the program that the viewer is watching. The
viewer can then resume viewing in normal mode, fast forward to catch up to the
live telecast, or execute any of the other advanced viewing commands. Prior to
the introduction of TiVo, the ability to control live television in this manner
was not available.

Viewing Preferences and Suggested Programming. The TiVo Service allows
viewers to create viewing preferences around particular shows or categories of
interest. Using the Thumbs Up and Thumbs Down buttons on the TiVo remote,
viewers can express their preferences for a particular type of show. These
preferences accumulate over time and are stored locally on the personal video
recorder. Based on these preferences, TiVo recommends programming that viewers
are likely to enjoy and, when storage space is available, TiVo will
automatically record shows that are most likely to match viewers' individual
preferences.

Specialized Content. The TiVo Service also includes a variety of specialized
content. For example, the TiVo Service allows television programmers to develop
Network Showcases that feature selected programming, such as an upcoming movie,
special event or mini-series, on easy-to-use interactive screens. Currently,
Network Showcases are areas on the TiVo Service that include directories of
simplified recording options for groups of related shows of particular
programmers. In the future, television programmers could use the TiVo Service
to directly offer viewers special programming packages and pay-per-view
promotions such as movies, sporting events, news headlines and other
programming. Subscribers to the TiVo Service also have access to TiVolution
Magazine, which features theme-based collections of shows compiled by TiVo's
editorial staff.

Menu-Driven Navigation and Viewer Interface. The TiVo Service employs a menu-
driven interface and easy-to-use navigation system. TiVo Central, the main
screen of the TiVo Service, allows viewers to access their customized lineup of
shows, Network Showcases, TiVolution Magazine and other TiVo services and
features. The Pick Programs to Record feature, located on the TiVo Central
screen, allows viewers to search for shows to record by subject, title, channel
or time of showing. Using the on-air guide, viewers can quickly and efficiently
browse through a schedule of up to two weeks of available television
programming and descriptions for each show.

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Benefits of the TiVo Service

For viewers, television programmers, advertisers and network operators, the
TiVo Service offers several benefits over traditional television viewing.

Benefits to Viewers. TiVo believes that its service offers an enhanced
television viewing experience. Key benefits offered to viewers include the
following:

Greater Control, Choice and Convenience. The TiVo Service provides
viewers with greater control, choice and convenience in watching
television. Using the search and navigation features and variety of
recording options, viewers can:

. automatically record all episodes of their favorite shows;

. quickly and easily create a customized lineup of shows to be
recorded up to two weeks in advance;

. pause, rewind and fast forward live television;

. skip through programming that they do not want to see; and

. immediately access their customized lineup of recorded shows and
other specialized content.

Making Sense of Available Content. The TiVo Service assists viewers in
navigating through the hundreds of channels and thousands of programs
available for viewing. Using the TiVo Service, viewers can browse pre-set
categories of programming, such as sports or action/adventure, and select a
desired show for viewing or recording simply by entering the title, channel
or time. With the TiVo Service, viewers can easily organize their
television viewing around shows they want to watch and receive suggestions
for programming that they are likely to enjoy.

Programming that Matches Viewers' Preferences. The TiVo Service ranks
and recommends programming according to viewers' preferences. This
functionality gives viewers access to programming that meets their personal
tastes but that they might otherwise never have known was being broadcast.

Benefits to Television Programmers. TiVo believes its TiVo Service offers
television programmers a new and exciting way to reach the viewing audience.
Key benefits offered to television programmers include the following:

Enhanced Viewer Loyalty and Retention. By making it easy for viewers to
find and record the shows they want to watch, the TiVo Service enables
programmers to make their shows accessible to a broader audience. TiVo
believes that these easy to use features, especially the Season Pass
feature, will increase the likelihood that viewers will continue viewing
new episodes of a particular series or show. Viewers also can easily play
back the shows they have recorded long after they have aired, enhancing
viewer retention and loyalty.

More Effective Promotions and Previews. The TiVo Service provides
television programmers with an opportunity to create more effective
promotions and previews such as Network Showcases for selected programming
and pay-per-view events. TiVo is also currently developing a service,
called iPreview, that consists of "active" previews and promotions that
allow a viewer to easily record featured programming at the touch of a
button. TiVo believes these promotions will be very effective in attracting
viewers and increasing a network's brand presence because they allow
viewers to "impulse record" featured programming and to watch these
programs at a more convenient time. TiVo also believes that by taking
advantage of these features, television programmers have a greater
opportunity to reach a larger viewing audience.

New Platform for Content Delivery. TiVo anticipates that television
programmers will embrace the TiVo Service as a new way to reach audiences
with programming, products and services and enable couch commerce. For
example, the TiVo Service can enable television programmers to allow
viewers to order and automatically record special programming packages,
including bundled episodes of previously run shows and pay-per-view
promotions. TiVo anticipates that viewers would be able to simply "point
and click" to order movies, sports events, programming packages, games and
other products and services.

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Benefits to Advertisers. TiVo believes that its TiVo Service will offer
advertisers a new platform with more efficient and effective ways to reach
their targeted audience. Key benefits offered to advertisers include the
following:

Targeting Consumers. In the future, the TiVo Service will allow
advertisers to offer advertising that is related to the viewing preferences
stored on the personal video recorder. For example, working with its
network partners TiVo could download and store several commercials on the
personal video recorder and select which of these commercials to show based
on the viewer's preferences. For example, an automobile advertiser may want
to advertise one of several models during the airing of a particular
program, depending on each viewer's preferences. If the viewer's
preferences suggest that the viewer is an outdoor enthusiast, the
commercial might feature a sport utility vehicle.

Platform for New Advertising Opportunities. The TiVo Service provides
advertisers with a new platform to offer advertisements to viewers. For
example, advertisers may be able to combine new advertising with recorded
shows and special promotions to reach new and existing viewers. TiVo also
intends to offer advertisers a new service, called iBuy, that will allow
viewers to get more information about and possibly purchase a featured
product or service using the TiVo remote. In this way, TiVo expects to
create an interactive on-air shopping experience for the viewer.

Benefits to Cable and Satellite Network Operators. The TiVo Service provides
a unique platform for network operators to reduce subscriber turnover and
create new sources of revenue. Key benefits offered to cable and satellite
network operators include the following:

Ability to Differentiate Services. The TiVo Service allows network
operators to differentiate and enhance their service offerings by making
available programming more accessible to viewers, and enhancing viewer
loyalty by offering subscribers the ability to customize their viewing
experience.

Platform for New Service Opportunities. The TiVo Service can also
provide new sources of revenue for network operators. For example, the TiVo
Service provides a platform upon which network operators can record a
number of pay-per-view movies onto the personal video recorder from which
subscribers can choose to purchase and view at their convenience, with the
added ability to pause rewind, skip and fast forward.

TiVo Strategy

TiVo's objective is to establish the TiVo Service as a new platform for
delivering richer television programming, advertising and in-home commerce. To
achieve this objective, TiVo intends to:

Establish the TiVo Service as the Market Leader in Personal Television. TiVo
is a pioneer in the personal television industry. As the personal television
industry develops, TiVo intends to aggressively grow its subscriber base,
create specialized content to enhance the value of the TiVo Service, and
develop new ways to deliver effective targeted advertising. TiVo also intends
to augment these efforts through strategic partnerships with cable and
satellite network operators, television programmers, advertisers and consumer
electronics manufacturers. TiVo believes that establishing and maintaining a
market leadership position in personal television is critical to establishing
new sources of revenues and the overall growth of its business.

Establish and Promote the TiVo Brand. TiVo believes that establishing the
TiVo brand is critical to attracting subscribers, advertisers and strategic
partners. TiVo intends to dedicate substantial resources to promoting its brand
through multiple advertising and marketing channels, participating in trade
shows, sponsoring events, merchandising and by leveraging existing and future
strategic partnerships.

Leverage Partnerships to Accelerate Market Acceptance. TiVo believes that
leveraging the market presence, brand recognition and distribution resources of
established television industry participants will help it establish broad
consumer awareness and acceptance of the TiVo Service and personal television.
TiVo intends to continue to establish partnerships with leading television
industry participants to expand its subscriber base,

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provide content and develop and distribute a wide variety of devices that
enable the TiVo Service. Such partnerships may include:

. Network Operators and Other Content Distributors. TiVo intends to
establish partnerships with an increasing number of network operators,
including cable and satellite operators. TiVo believes that agreements
with these companies will provide access to a large and established base
of viewers who are likely to purchase the TiVo Service. Relationships
with these companies will also provide opportunities to develop
additional devices that enable the TiVo Service and provide specialized
programming to viewers. For example, TiVo's agreement with DIRECTV
provides for a variety of assisted and joint marketing activities
targeting DIRECTV's installed base of subscribers.

. Networks and Other Television Programmers. TiVo intends to establish
partnerships with an increasing number of television programmers,
including broadcast and premium-service providers. TiVo believes that
partnerships with these companies can increase the amount and diversity
of customized content available on the TiVo Service and provide a
significant opportunity to offer specialized programming to viewers.
Partnerships with these companies also provide TiVo with opportunities
to develop new interactive services for viewers, such as iPreview and
iBuy. Currently, TiVo has relationships with NBC, HBO, Showtime, FliX,
E! Entertainment and The Movie Channel. Many of these relationships
provide for the delivery of Network Showcases and other specialized
programming to viewers.

. Consumer Electronic Manufacturers. TiVo intends to establish
partnerships with consumer electronic and other device manufacturers for
the development, manufacture and marketing of devices that enable the
TiVo Service. TiVo believes this strategy will accelerate the growth of
the market for personal television. TiVo currently has a strategic
relationship with Philips, who will manufacture the personal video
recorder, assist in developing a TiVo/DIRECTV combination receiver and
spearhead our retail launch.

. Advertisers. TiVo intends to pursue partnerships with advertisers in an
effort to generate new revenue streams. TiVo believes that garnering
advertiser support for the TiVo Service will accelerate the market
acceptance for personal television. TiVo also believes that its
proprietary software and other technology embedded in the personal video
recorder and the TiVo Service will enable advertisers to reach desired
viewers more effectively. Not only will advertisers be better equipped
to reach consumers with specific tastes or preferences, viewers will
receive more information about products in which they are likely to be
interested.

Offer an Increasing Range of Programming and Features. TiVo intends to offer
new programming and features in order to enhance the value of the TiVo Service
and create new sources of revenue. TiVo's technology allows for frequent
updates and improvements to the programming and features offered on the TiVo
Service. This enables TiVo to quickly develop and market new features and
services such as iBuy and iPreview. TiVo intends to develop other features,
such as sports highlights, condensed news programs and other specialized
programming.

Encourage the Development of New Devices Enabling the TiVo Service. TiVo
intends to work in partnership with consumer electronics manufacturers and
others in developing new and complementary products that enable the TiVo
Service, such as televisions, DVD players or satellite television receivers.
This strategy is based on TiVo's belief that the TiVo Service enhances the
value of other television, entertainment and home theater products and
services. In pursuing these relationships, TiVo expects to continue to grant
broad licensing rights to its technology and intends to create a set of
standards that will allow consumer electronics manufacturers to embed the
technology that enables the TiVo Service in home entertainment products. TiVo
anticipates that the broad licensing of its technology will accelerate its
subscriber growth, enhance its market position and strengthen the TiVo brand.

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What Viewers Experience Using the TiVo Service

The TiVo Service is designed to appeal to a broad consumer base by being
easy-to-use and intuitive. The TiVo Service gives viewers the ability to
control and personalize television by letting them watch what they want when
they want. Navigation through the TiVo Service's menu-driven interface starts
from the TiVo Central screen.

TiVo Central. TiVo Central is the main screen on the TiVo Service and is the
first screen seen by the viewer when the television is turned on. TiVo Central
can also be accessed from anywhere in the TiVo Service by pushing the TiVo
button on the TiVo remote. Most of the recording and viewing features available
on the TiVo Service can be accessed through this screen. An example of TiVo
Central is shown below:

[Screen shot of TiVo Central appears here.]

Now Showing. The Now Showing screen allows viewers to easily choose from
their customized lineup of shows, which have been recorded and are stored on
the personal video recorder. For each show, viewers can get detailed
information, including a description of the show and its recorded time. Viewers
can also see when the program will be deleted from the personal video recorder
and can change the deletion time if desired.

[Screen shot of Now Showing appears here.]

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Network Showcases Screen. The Network Showcases screen can be used by
television programmers and advertisers to feature selected programming and
products. Network Showcases are separately categorized by each programmer.
Within their own Network Showcase, programmers can customize the manner in
which they highlight and package shows. In the future, we believe that
programmers will create a unique look and feel for their Network Showcases and
may include promotional video clips and trailers. Network Showcases screens are
shown below:

[Screen shots of the main Network Showcases screens appear here.]

Pick Programs to Record. Pick Programs to Record allows viewers to easily
select shows to be recorded. Viewers can choose to select shows by name,
channel or time. In addition, viewers can choose from a list of shows
recommended by the TiVo Service based upon their individual preferences.
Examples of Pick Programs to Record screens are shown below:

[Screen shot of the Pick Programs to Record screens appear here.]

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On-Air Program Guide. The TiVo Service includes an easy-to-use on-air program
guide that allows viewers to browse through available programming and receive
information about upcoming shows. The on-air program guide includes a brief
description of the program, the personalities featured and the time and channel
for viewing.

r[Screen shot of the Watch Live TV screen appears here.]

TiVolution Magazine. TiVolution Magazine features theme-based collections of
shows and other content compiled by TiVo's editorial staff.

[Screen shot of the main Network Showcase screen appears here.]

How TiVo Works

The TiVo Service relies on three key components: the personal video recorder,
the TiVo remote control and the TiVo Broadcast Center. Individually, each of
these components serves a vital function in the TiVo Service.

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The Personal Video Recorder. The personal video recorder was initially
designed and developed by TiVo, and enables the basic functionality of the TiVo
Service. The personal video recorder automatically records live television
while the viewer is watching, which allows the viewer to control live
television. The current version of the personal video recorder, however, cannot
record a different show while concurrently watching live television. Two models
of the personal video recorder are currently available, one supporting up to 14
hours of recorded programming and one supporting up to 30 hours of recorded
programming. The personal video recorder works with analog broadcast, cable and
digital satellite systems. TiVo expects that future versions of the personal
video recorder will be incorporated with cable or satellite receivers into a
single device.

After the initial set-up, the TiVo personal video recorder will automatically
dial into the TiVo Broadcast Center via telephone on a nightly basis to
download the program guide data and other elements of the TiVo Service, such as
Network Showcases and other programs or features. Software upgrades to the
personal video recorder are also delivered directly via the phone line at no
charge. The data downloaded from the TiVo Broadcast Center does not decrease
the amount of programming that can be recorded on the personal video recorder.

When enabled with the TiVo Service, the personal video recorder also stores
the subscribers' viewing preferences. Based on these preferences, the TiVo
Service ranks every show listed in the on-air program guide and then recommends
the highest ranked shows to the viewer. If there is available storage capacity
in the personal video recorder, the personal video recorder may automatically
record the show or shows with the highest ranking.

The TiVo Service uses an advanced disk scheduling technique, which manages
the recording and deletion of programs on the system. This allows viewers to
select programming to record well in advance of airing and receive confirmation
that the selected program will be recorded, even if the length of the
programming selected for recording exceeds the then available storage capacity
on the recorder.

TiVo expects that the vast majority of purchasers of the personal video
recorder will activate the TiVo Service. However, if the TiVo Service is not
enabled or is subsequently cancelled, the personal video recorder provides
viewers basic capabilities, including pause, rewind and fast forward navigation
of live or recorded television, and the ability to record selected programs by
manually programming the personal video recorder without the aid of the TiVo
Service.

The TiVo Remote Control. The TiVo remote control can operate both the
personal video recorder and the viewer's television. Using the TiVo remote
control, a viewer is able to take advantage of the functionality of the TiVo
Service, including navigation of programming, selection of shows to be recorded
and advanced viewing features. The TiVo remote control also enables viewers to
indicate personal preferences through the use of the Thumbs Up or Thumbs Down
buttons. As the TiVo Service is expanded, the TiVo remote control will
accommodate expanded functionality associated with new features, services,
promotions and programming options.

The TiVo Broadcast Center. The TiVo Broadcast Center is a series of computer
servers that manage all of TiVo's programming and service data. The TiVo
Broadcast Center distributes proprietary services and specialized content such
as TiVo's on-air program guides, Network Showcases, TiVolution Magazine and
other content provided by TiVo and its partners. The TiVo Broadcast Center is
designed to be a platform for future services, such as iPreview, iBuy and other
interactive services. Presently, the data contained in the TiVo Broadcast
Center is communicated to each personal video recorder automatically on a
nightly basis through the subscriber's phone line. Upgrades to the software
that runs the TiVo Service are also provided automatically over this phone
line. In the future, TiVo expects to utilize satellite and cable bandwidth to
transmit data and communicate information from the TiVo Broadcast Center to the
personal video recorder.

Strategic Partnerships

TiVo's success depends on its ability to quickly build a large subscriber
base, integrate TiVo functionality into a broad range of consumer electronic
products, and develop new services and programming to enhance the

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TiVo Service. In order to better achieve these goals, TiVo has chosen to
aggressively pursue strategic partnerships with:

. cable and satellite network operators;

. television programmers;

. consumer electronics manufacturers; and

. suppliers of key components of the TiVo technology.

By working with strategic partners to develop a business model that
complements the businesses of other industry stakeholders, TiVo is seeking to
aggressively develop personal television as a major category of home
entertainment.

Through its partnerships, TiVo's personal video recorders and other devices
will be manufactured and distributed through retail and other channels. These
partners will also provide access to a large number of potential subscribers
and the resources to effectively market and promote the TiVo Service. In
addition, these partnerships will allow TiVo to provide its subscribers with
richer content, including Network Showcases, previews and promotions of
upcoming shows and other specialized viewing options on the TiVo Service. Some
of TiVo's major partnerships include:

DIRECTV. DIRECTV has agreed to promote TiVo and the TiVo Service to its
seven million subscribers. DIRECTV will provide a variety of marketing and
sales support, including commercial air time on the DIRECTV system, access
to DIRECTV subscribers for targeted mailings and placement on its web site
and in its on-air magazine. DIRECTV will also make a portion of the high
bandwidth capacity of DIRECTV's satellite network available to TiVo. TiVo
intends to use this capacity to expand and enrich the TiVo Service offered
to DIRECTV subscribers.

In connection with this agreement, DIRECTV purchased 405,405 shares of
TiVo's Series F preferred stock and received 2,981,196 shares of TiVo's
common stock, 1,128,867 of which are subject to repurchase by TiVo if
subscriber milestones are not met. In addition, DIRECTV will share in
specified revenues TiVo receives that relate to subscribers to the TiVo
Service who also subscribe to the DIRECTV satellite service.

NBC Multimedia. TiVo will work with NBC to produce weekly Network Showcases
and other programming packages that highlight current and upcoming NBC
programs. These NBC programming packages and specials will also be featured
in TiVolution Magazine. TiVo also granted NBC preferential placement on its
Network Showcases screen. TiVo and NBC have agreed to feature each other as
partners on their respective web sites.

In connection with this agreement, NBC purchased 1,013,513 shares of TiVo's
Series G preferred stock. In addition, NBC will receive certain rights with
respect to TiVo's couch commerce and Internet services if such services are
enabled on the TiVo Service.

Philips. Philips has agreed to manufacture, market and distribute personal
video recorders that enable the TiVo Service. Philips will market co-
branded personal video recorders with TiVo and support the TiVo Service in
retail channels. Philips also has a license to TiVo's technology for
developing, marketing and promoting other products that enable the TiVo
Service. For example, Philips has agreed to work with TiVo and DIRECTV to
develop and release an integrated device that enables the TiVo Service and
the DIRECTV satellite service.

Philips is also a stockholder of TiVo, having purchased 1,351,351 shares of
TiVo's Series H preferred stock. TiVo has agreed to offset certain of
Philips' manufacturing costs by paying a subsidy to Philips for each
personal video recorder that Philips manufactures and sells. TiVo has also
agreed to share a portion of the TiVo Service subscription revenues it
receives from purchasers of the personal video recorders and other devices
manufactured by Philips that enables the TiVo Service.

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Quantum. Quantum has agreed to develop and supply the hard disk drives used
in personal video recorders that enable the TiVo Service. Under the
agreement, TiVo or a designated third-party buyer may purchase from Quantum
up to an agreed number of hard disk drives at a discount. In addition,
Quantum has agreed to work with TiVo to customize its hard disk drives for
devices that enable the TiVo Service. Quantum and TiVo have also agreed to
work together in promoting TiVo and the TiVo Service.

Quantum received a warrant to purchase 324,325 shares of TiVo's Series C
preferred stock and a warrant to purchase 543,478 shares of TiVo's Series D
preferred stock in connection with this agreement. TiVo has also agreed to
share a portion of the TiVo Service subscription revenues it receives from
the personal video recorders and other devices equipped with Quantum hard
disk drives on which TiVo received a discount from Quantum.

Sales and Marketing

TiVo is building a team of sales and marketing professionals whose efforts
are focused on establishing the TiVo brand, educating consumers on the features
and benefits of the TiVo Service and personal television, and promoting sales
of personal video recorders and other devices that enable the TiVo Service.
TiVo anticipates that retail stores will be the dominant distribution channel
for its products and services and is establishing direct relationships with
potential retail partners. TiVo's marketing team maintains an on-going dialogue
with viewers via research and other consumer response vehicles to ensure that
TiVo continues to deliver services that match viewers' needs.

TiVo began selling personal video recorders and subscriptions to the TiVo
Service on March 31, 1999. To date, these sales have been made directly to
consumers, principally through TiVo's web site, www.tivo.com, and its toll-free
number, 1-877-FOR-TIVO. Philips plans to begin distributing co-branded personal
video recorders at national and regional retail chains in the second half of
1999, in time for the 1999 holiday selling season.

Philips will take primary responsibility for selling personal video recorders
to retailers and supporting the retail channel through marketing efforts, in-
store display materials and sales force training. TiVo, with the assistance of
DIRECTV, will support Philips' efforts by educating retailers about personal
video recorders and the TiVo Service and providing training where necessary. In
addition, DIRECTV plans to incorporate the TiVo logo in certain of its in-store
promotional materials starting in the first quarter of 2000. DIRECTV may also
encourage its existing and prospective customers to subscribe to the TiVo
Service by offering promotional incentives such as coupons or discounts on
DIRECTV's service.

In support of its expected retail launch, TiVo intends to initiate a
marketing campaign that utilizes print, outdoor, web and television
advertising. TiVo also intends to target certain DIRECTV subscribers with
direct mail and bill inserts. The goal of these efforts is to increase
awareness of the personal television category and to promote the TiVo brand as
the leader in this category. TiVo's marketing campaign will be augmented by a
significant advertising effort by Philips.

TiVo has adopted a privacy policy which it makes available on its web site
and delivers to each new subscriber to the TiVo Service. This policy provides
that all information that identifies a viewer as a specific person, including a
viewer's name and address, will not be disclosed to anyone without the viewer's
consent.

All information about viewers' preferences and how they use the TiVo Service
is separated from information that identifies a viewer personally, so that the
information becomes anonymous. TiVo may be able to use this anonymous
information to tell a broadcaster the percentage of TiVo viewers that recorded
a particular program, but TiVo will not know, nor be able tell the broadcaster,
which of its viewers did so, unless a viewer decides to provide that
information. No one at TiVo or anywhere else will ever know the kinds of

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programs a viewer watches or how they use the TiVo Service unless the viewer
chooses to provide that information. If a specific viewer does not want the way
in which they use their personal video recorder to be part of the anonymous
information that TiVo gathers and shares with other companies, they can ask for
a block on the release of this anonymous data.

TiVo is able to send information to viewers' personal video recorders that
allows TiVo and other companies to customize viewers' television experience.
Neither TiVo nor the company supplying the customizing options will know which
options viewers' personal video recorders select to show. If a viewer does not
want this customizing information sent to their personal video recorder, they
can simply ask for a block on such customized information.

Competition

The market for home entertainment goods and services is intensely
competitive, rapidly evolving and subject to rapid technological change. The
delivery of video and television programming is particularly competitive as new
products and services continue to be introduced and marketed. TiVo believes
that the principal competitive factors in these markets are name recognition,
performance, pricing, ease of use and functionality. Because the personal
television market is new and rapidly evolving, TiVo expects it will face
significant barriers in its efforts to secure broad market acceptance, and
intense competition at several different levels.

Established competitors in the consumer electronics market. Personal
television competes in a consumer electronics market that is crowded with
several established products and services, especially products delivering
television programming and other home video entertainment. Personal video
recorders and the TiVo Service compete with products and technologies that have
established markets and proven consumer support, such as VCRs, DVD players and
cable and satellite television systems. In addition, many of the manufacturers
and distributors of these established products have greater brand recognition,
market presence, distribution channels and advertising and marketing budgets,
and more strategic partners than we do. To be successful, TiVo believes it will
need to spend significant resources to develop consumer awareness of TiVo and
the personal television product category.

TiVo's initial success will depend not only on consumers agreeing to make a
minimum investment of $499 for a personal video recorder, but also paying a
monthly subscription fee to receive the TiVo Service. This is a significant
cost, and many consumers who have purchased VCRs, DVDs or other home video
entertainment products may be reluctant to purchase personal television systems
and services. The TiVo personal video recorder and the TiVo Service do,
however, offer several advantages over competing home video entertainment
products, including:

. an on-air guide to up to 12 days of television programming, updated on a
nightly basis;

. the ability to pause, rewind and fast forward live television;

. the ability to record every episode of a given show at the click of a
button;

. the ability to recommend television shows to viewers based upon their
particular preferences; and

. specialized content, including Network Showcases and TiVolution
Magazine.

Although the TiVo personal video recorder is not well-suited as an archival
system for recorded television shows, the TiVo System does contain a feature
that allows viewers to off-load recorded programming to a VCR. While the TiVo
personal video recorder and TiVo Service allow viewers to control live
television, the current version of the personal video recorder does not permit
viewers to record a show on one channel and watch a show being broadcast at the
same time on another channel.

Internet-related companies and companies offering similar products and
services. TiVo faces competition from Internet service providers and other
Internet companies such as WebTV, America Online and X-TV. These competitors
are seeking to meld Internet browsing and traditional broadcast, cable or
satellite

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<PAGE>

television programming into a single medium. For example, WebTV and EchoStar
Communications have released the DishPlayer, which is a product that combines
Internet access with a program guide and the ability to pause live television.
While many of these products offer fewer services than the TiVo Service, TiVo
does not presently offer Internet browsing capability.

TiVo's primary competitor in the personal television market is Replay
Networks, Inc. Replay manufactures and markets a personal television recorder
that includes a hard disk drive and functionality similar to that of the TiVo-
enabled personal video receiver. While Replay's personal video recorder is more
expensive than the TiVo personal video recorder, Replay does not charge a
monthly subscription fee for its service.

Research and Product Development

From TiVo's inception until March 1999, TiVo's research and development
efforts were focused on designing and developing the personal video recorder
and the TiVo remote control, the TiVo Service and the TiVo Broadcast Center.
These activities included both hardware and software development. TiVo's
engineering staff is now focused on research and development in the following
three areas:

Performance engineering. TiVo will continue to devote considerable
engineering resources to improving TiVo's essential technologies. TiVo's
engineers and customer support personnel work together to quickly identify and
correct potential performance errors. TiVo also continually works to identify,
develop and implement features and functionality that improve performance in
areas such as video and audio quality, speed, and ease of use.

Platform engineering. Although TiVo does not intend to manufacture the
personal video recorder or other hardware products, the evolution of hardware
technology that enables the TiVo Service is a crucial element of TiVo's future
success. TiVo's hardware engineers are working with consumer electronics
manufacturers, component suppliers, and data storage suppliers to reduce the
manufacturing cost of the personal video recorder and integrate TiVo
functionality into other consumer electronics goods. For example, TiVo is
currently working with DIRECTV and Phillips to develop a DIRECTV satellite
receiver that enables the TiVo Service. Similarly, TiVo intends to integrate
the TiVo Service into components such as cable set-top boxes, televisions and
other consumer electronics products. TiVo intends to work with a broad range of
partners to develop its technology platform and establish TiVo as the prominent
technology in the personal television market.

Service engineering. TiVo intends to continue to develop the TiVo Service,
offering new features and programming. TiVo has assembled a group of
experienced television and multimedia professionals to create specialized
programming for the TiVo Service. As part of this effort, the programming team
is currently in the process of building software and video development tools
that will enable networks and other content providers to create specialized
programming for the TiVo Service.

TiVo's research and development expenses were $356,000 and $5.6 million for
the period from inception to December 31, 1997 and the year ended December 31,
1998, respectively, and $3.0 million for the six months ended June 30, 1999. As
of June 30, 1999, TiVo had 40 employees engaged in research and product
development activities.

Patents and Intellectual Property

TiVo has adopted a proactive patent and trademark strategy designed to
protect all important aspects of its technology and intellectual property. TiVo
has filed nine patent applications and six provisional patents. TiVo has also
jointly filed a patent application with Quantum. The patent applications that
TiVo has filed are broad in nature and are tied to fundamental inventions
rather than small, unrelated features or applications. These patent
applications cover substantially all of TiVo's technology, including hardware,
software, the TiVo Service

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functionality and appearance, network architecture, manufacturing and
international patent rights. TiVo has also filed patent applications that cover
technologies it intends to incorporate in future versions of the TiVo Service
and hardware. To date, none of these patents have been granted, and there can
be no assurance that any of these patents will ever be granted.

TiVo has filed trademark applications covering substantially all of its trade
dress, logos and slogans, including:

<TABLE>
<S> <C>
. TiVo logo . Life's too short for bad TV

. Thumbs Up logo . The way TV is meant to be

. Thumbs Down logo . Viewergraphic

. Extensible Timeshifting Architecture . Viewergraphic Profiling System

</TABLE>
These applications are currently pending with the U.S. Patent and Trademark
Office. Additionally, TiVo has international trademark applications pending for
its TiVo logo. TiVo has licensed the use of its name and logo to some of its
strategic partners. See "Risk Factors--Our success depends on our ability to
secure and protect patents, trademarks and other proprietary rights."

Trademarks

TiVo, Personal TV, the TiVo logo, Thumbs Up logo and Thumbs Down logo are
trademarks of TiVo Inc. All other trademarks and service marks appearing in
this prospectus are trademarks or service marks of the respective companies
that use them.

Employees

As of June 30, 1999, TiVo had 98 full-time employees and 2 part-time
employees. TiVo expects its workforce to increase substantially over the next
12 months. See "Risk Factors--Our business is expanding rapidly and our failure
to manage growth could disrupt our business and impair our ability to generate
revenues."

Facilities

TiVo has 29,122 square feet of space in a facility located in Sunnyvale,
California, under a lease that expires in March 2000. In July 1999, TiVo leased
an additional 3,854 square feet of space in the same facility. TiVo's lease to
this additional space will expire in June 2000. TiVo is currently searching for
a larger facility and expects to move its operations in the first quarter of
2000.

Legal Matters

TiVo is not currently engaged in any legal proceedings.

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MANAGEMENT

Executive Officers, Directors and Key Employees

Our executive officers, directors and key employees and their ages as of July
15, 1999, are as follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Executive Officers and Directors
Michael Ramsay (1).................. 49 Chairman of the Board, Chief Executive Officer
and President
James Barton (1).................... 41 Vice President of Research and Development,
Chief Technical Officer and Director
David H. Courtney................... 40 Vice President of Finance and Chief Financial
Officer
Geoffrey Y. Yang (1) (2) (3)........ 40 Director
Stewart Alsop (1) (3)............... 47 Director
Randy Komisar (1) (3)............... 44 Director
Larry N. Chapman (2)................ 44 Director
Thomas S. Rogers.................... 44 Director
Michael J. Homer (2)................ 41 Director
Key Employees
Ta-Wei Chien........................ 44 Vice President of Engineering and Operations
Morgan P. Guenther.................. 45 Vice President of Business Development
Stacy Jolna......................... 47 Vice President of Programming and Media
Relations
Michael A. Mutz..................... 47 Vice President of Sales
Karrin Nicol........................ 39 Vice President of Human Resources
Mark A. Roberts..................... 39 Vice President of Information Technology and
Chief Information Officer
Robert P. Vallone................... 41 Vice President of Service Operations and
Customer Service
</TABLE>
- -----------------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.

Michael Ramsay is a co-founder of TiVo and has served as TiVo's Chairman of
the Board of Directors, Chief Executive Officer and President since its
inception in August 1997. From April 1996 to July 1997, Mr. Ramsay was the
Senior Vice President of the Silicon Desktop Group for SGI, a manufacturer of
advanced graphics computers. From August 1994 to April 1996, Mr. Ramsay was
President of Silicon Studio, Inc., a wholly owned subsidiary of SGI focused on
enabling applications development for emerging interactive media markets. From
July 1991 to August 1994, Mr. Ramsay served as the Senior Vice President and
General Manager of SGI's Visual Systems Group. Mr. Ramsay also held the
positions of vice president and general manager for the Entry Systems Division
of SGI. Prior to 1986, Mr. Ramsay held research & development and engineering
management positions at Hewlett-Packard and Convergent Technologies. Mr. Ramsay
holds a B.S. degree in Electrical Engineering from the University of Edinburgh,
Scotland.

James Barton is a co-founder of TiVo and has served as TiVo's Vice President
of Research and Development, Chief Technical Officer and director since its
inception. From June 1996 to August 1997, Mr. Barton was President and Chief
Executive Officer of Network Age Software, Inc., a company that he founded to
develop software products targeted at managed electronic distribution. From
November 1994 to May 1996, Mr. Barton served as Chief Technical Officer of
Interactive Digital Solutions Company, a joint venture of SGI and AT&T Network
Systems created to develop interactive television systems. From June 1993 to
November 1994, Mr. Barton served as Vice President and General Manager of the
Media Systems Division of SGI. From January 1990 to May 1991, Mr. Barton served
as Vice President and General Manager of the Systems Software Division of SGI.
Prior to joining SGI, Mr. Barton held technical and management positions with
Hewlett-Packard and Bell Laboratories. Mr. Barton holds a B.S. degree in
Electrical Engineering and an M.S. degree in Computer Science from the
University of Colorado at Boulder.

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<PAGE>

David H. Courtney joined TiVo in March 1999 as its Chief Financial Officer.
From May 1995 to July 1998, Mr. Courtney served as a Managing Director at J.P.
Morgan, an investment banking firm, where he was responsible for building and
expanding the firm's high technology investment banking business in the United
States. From 1986 to 1995, Mr. Courtney was a member of the high technology
investment banking group at Goldman, Sachs & Co., most recently serving as a
Vice President. Mr. Courtney holds a B.A. degree in Economics from Dartmouth
College and an M.B.A. degree from Stanford University.

Geoffrey Y. Yang has served as a director of TiVo since October 1997. Since
1989, Mr. Yang has been a general partner of Institutional Venture Partners, a
venture capital firm. Mr. Yang is a director of MMC Networks, Inc., a developer
of network processors, and Ask Jeeves, Inc., a provider of natural-language
question answering services on the Internet. Mr. Yang holds a B.A. degree in
economics from Princeton University, a B.S.E. degree in Engineering and
Management Systems from Princeton University and an M.B.A. degree from Stanford
University.

Stewart Alsop has served as a director of TiVo since October 1997. Since
1998, Mr. Alsop has served as a general partner at New Enterprise Associates, a
venture capital investment firm. Mr. Alsop was a Venture Partner at New
Enterprise Associates from 1996 to 1998. From June 1991 to 1996, Mr. Alsop
served as Senior Vice President and Editor-in-Chief of InfoWorld Media Group,
Inc., which publishes InfoWorld, a weekly newspaper for information-technology
professionals. Mr. Alsop also serves on the board of directors of Macromedia
Inc., an Internet software company. He holds a B.A. degree in English from
Occidental College.

Randy Komisar has served as a director of TiVo since March 1998. Since 1996,
Mr. Komisar has been a strategic business advisor to various startup companies.
Since November 1997, Mr. Komisar has served as Chairman of IQ.commerce Corp.,
an online promotions and merchandising services company. Mr. Komisar was
President and Chief Executive Officer of Crystal Dynamics Inc., a video game
development and publishing company, between May 1995 and June 1996. He served
as President and Chief Executive Officer of LucasArts Entertainment Company, a
film production company, between January 1994 and May 1995. Mr. Komisar holds a
B.A. degree in Economics from Brown University and a J.D. degree from Harvard
Law School.

Larry N. Chapman has served as a director of TiVo since April 1999. Since
1998, Mr. Chapman has been the Executive Vice President of DIRECTV, Inc., a
leading digital television service provider and a unit of Hughes Electronics
Corporation. Prior to serving as Executive Vice President of DIRECTV,
Mr. Chapman served in a number of capacities for DIRECTV since its inception in
1990, including Senior Vice President of Special Markets and Distribution,
Senior Vice President of Programming, and Vice President of Business Affairs
and Development. Mr. Chapman holds a B.S. degree and M.S. degree in Electrical
Engineering from the University of Florida.

Thomas S. Rogers has served as a director of TiVo since April 1999. Since
November 1988, he has been President of NBC Cable and since 1992, Executive
Vice President of National Broadcasting Company, Inc. Mr. Rogers founded NBC's
major cable networks, CNBC and MSNBC, and international operations and is
responsible for overseeing and coordinating NBC's interests in cable and new
media. Prior to joining NBC in 1987, Mr. Rogers served as Senior Counsel to the
House Subcommittee on Telecommunications, Consumer Protection and Finance. Mr.
Rogers is a member of the board of managers of SNAP! LLC and the board of
directors of NBC Multimedia, Inc., Rainbow Media Holdings Inc. and A&E
Television Network, and has been nominated to serve on the board of directors
of NBC Internet, Inc. Mr. Rogers is Chairman of the International Council of
the National Academy of Television Arts and Sciences. He also serves on the
board of directors of the International Radio & Television Society. Mr. Rogers
graduated from Wesleyan University and received a J.D. degree from Columbia Law
School.

Michael J. Homer has served as a director of TiVo since July 1999. Mr. Homer
has been employed with Netscape Communications Corporation, an Internet
software company, since October 1994 and has served as Netscape's Executive
Vice President and General Manager, Web Site Division, since March 1998. From
July 1997 to March 1998, he was Executive Vice President of Sales and Marketing
for Netscape, and from October

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<PAGE>

1994 to July 1997, he served as Netscape's Vice President of Marketing. Prior
to joining Netscape, Mr. Homer served as Vice President of Engineering for GO
Corporation. Mr. Homer holds a B.S. degree in Finance from the University of
California at Berkeley.

Ta-Wei Chien has served as Vice President of Engineering and Operations since
February 1998. From December 1996 to February 1998, Mr. Chien served as Vice
President of Engineering in the Desktop Workstations group at SGI, where he
managed engineering projects for desktop workstations. From April 1991 to
December 1996, Mr. Chien was a director of digital media and VLSI engineering
at SGI. Mr. Chien holds a B.S. degree in Electrical Engineering from National
Taiwan University and an M.S. degree in Electrical Engineering from the
University of California, Los Angeles.

Morgan P. Guenther has served as Vice President of Business Development since
June 1999. From March 1998 to June 1999, Mr. Guenther was a partner of the law
firm of Paul, Hastings, Janofsky & Walker LLP. From 1990 to March 1998, Mr.
Guenther was a partner at the law firm of Farella Braun & Martel. Mr. Guenther
also serves on the board of directors of Tier Technologies, Inc., an
information technology consulting company. Mr. Guenther holds J.D. and B.A.
degrees from the University of Colorado and an M.B.A. degree from the
University of San Francisco.

Stacy Jolna has served as Vice President of Programming and Media Relations
since May 1998. Prior to joining TiVo, Mr. Jolna had served as a Vice President
at WebTV Networks Inc., an Internet services company and subsidiary of
Microsoft Corp., since May 1997. From December 1981 to February 1996, Mr. Jolna
was employed by Cable News Network, most recently serving as a Vice President.
Mr. Jolna holds a B.S. degree from State University of New York and an M.S.
degree in Journalism from Boston University.

Michael A. Mutz has served as Vice President of Sales since June 1999. Prior
to joining TiVo, Mr. Mutz served as Vice President of Operations at U.S.
Cellular Corporation, a wireless services provider, since January 1995. From
1983 to December 1994, Mr. Mutz was employed with AT&T Corporation. Mr. Mutz
holds a B.S. degree in Electrical Engineering from the United States Military
Academy and a Master of Management degree from J.L. Kellogg Graduate School of
Management.

Karrin Nicol joined TiVo in July 1999 as Vice President of Human Resources.
From 1987 to 1999, Ms. Nicol was employed with SGI, most recently as Director
of Human Resources. Prior to that, Ms. Nicol served in various positions at
Fairchild Semiconductor Corporation. Ms. Nicol holds a B.S. degree in Food and
Nutrition from California State University, Chico.

Mark A. Roberts has served as Chief Information Officer since March 1999 and
Vice President of Information Technology since July 1999. Prior to joining
TiVo, he served as Vice President of Information Technology at Acuson
Corporation, a medical ultrasound company, from March 1996 to March 1999. From
July 1990 to March 1996, Mr. Roberts was Director of Information Systems at
SGI. Mr. Roberts holds a B.S. degree in Economics from Santa Clara University.

Robert P. Vallone has served as Vice President of Service Operations and
Customer Service since March 1999. From November 1998 to April 1999, Mr.
Vallone served as Director of Operations for TiVo. Prior to joining TiVo, Mr.
Vallone served as Director of Engineering at SGI since October 1993. Mr.
Vallone holds a B.S. degree in Experimental Psychology from Cornell University.

Board Composition

The number of directors is fixed by resolution of the board of directors.
Upon the closing of this offering, the number of directors will remain set at
eleven. In accordance with the terms of our Amended and Restated Certificate of
Incorporation, the terms of office of the members of the board of directors
will be divided into three classes, with each class holding office for
staggered three year terms: the Class I directors' term will expire at the
annual meeting of stockholders to be held in 2000, the Class II directors'
terms will expire at the annual meeting of stockholders to be held in 2001, and
the Class III directors' terms will expire at the annual

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<PAGE>

meeting of stockholders to be held in 2002. We anticipate that the Class I
directors will include Messrs. Ramsay, Yang and Komisar, the Class II
directors will include Messrs. Barton, Homer, Rogers and Alsop, and the Class
III directors will include Mr. Chapman, the Series H nominee, the Series I
nominee and the Series J nominee. Any additional directorships resulting from
an increase in the number of directors will be distributed among the three
classes so that, as nearly as possible, each class will consist of one-third
of the directors. This classification of the board of directors may have the
effect of delaying or preventing changes in control or management. Under
Delaware law, directors may be removed for cause by the affirmative vote of
the holders of a majority of the common stock.

Prior to this offering, our certificate of incorporation granted
stockholders the right to elect members to our board of directors as follows:

. Holders of common stock were granted the right to elect two directors.
Messrs. Ramsay and Barton were elected to fill these seats.

. Holders of Series A and B preferred stock, voting together as a single
class, were granted the right to elect two directors. Messrs. Yang and
Alsop were elected to fill these seats.

. Holders of Series C, D and E preferred stock, voting together as a
single class, were granted the right to elect one director. Mr. Chapman
was elected to fill this seat.

. Holders of Series G preferred stock were granted the right to elect one
director. Mr. Rogers was elected to fill this seat.

. Holders of Series H preferred stock were granted the right to elect one
director. This seat is currently vacant.

. Holders of Series I preferred stock were granted the right to elect one
director. This seat is currently vacant.

. Holders of Series J preferred stock were granted the right to elect one
director. This seat is currently vacant.

. Holders of common and preferred stock, voting together as a single
class, were granted the right to elect two directors. Messrs. Komisar
and Homer were elected to fill these seats.

Messrs. Alsop and Yang were elected to the board of directors pursuant to a
voting agreement by and among TiVo and some of its principal stockholders.
This voting agreement and these rights will terminate upon the completion of
this offering. Each of our current directors will continue to serve on the
board of directors upon completion of this offering.

Board Compensation

Directors who are also our executive officers do not receive any additional
compensation for serving as members of the board of directors or any committee
of the board. Under our 1999 Non-Employee Directors' Stock Option Plan, non-
employee directors are granted a nonstatutory option to purchase 20,000 shares
of common stock under the directors' plan on the date on which such person is
first elected or appointed a director. Options initially granted under our
directors' plan vest over a two year period at a rate of 1/24th per month. In
addition, on the day after each of our annual meetings of stockholders,
starting with the annual meeting in 2001, each non-employee director will
automatically receive an option for 10,000 shares if the director has been a
non-employee director for at least the prior eighteen months. This option will
be fully vested. The exercise price of options under the directors' plan will
be equal to the fair market value of the common stock on the date of grant.
For more information, please see "1999 Non-Employee Directors' Stock Option
Plan."

Board Committees

Executive Committee. The executive committee has broad discretionary
authority to take most actions that may be taken by the board of directors,
including acting upon recommendations of other committees of the board of
directors, declaring a dividend, authorizing the issuance of stock and
administering our stock plans.

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Actions the executive committee is not authorized to take include amending our
certificate of incorporation or bylaws, adopting an agreement of merger or
consolidation or appointing members to committees of our board of directors.
The executive committee typically meets once per month and reports to the board
of directors on a quarterly basis. The executive committee consists of Messrs.
Ramsay, Barton, Yang, Alsop and Komisar.

Audit Committee. The audit committee is responsible for, among other things,
making recommendations to the board of directors regarding the engagement of
our independent public accountants, reviewing with the independent public
accountants the plans and results of the audit engagement, approving
professional services provided by the independent public accountants, and
reviewing the adequacy of our internal accounting controls. The audit committee
consists of Messrs. Yang, Chapman and Homer.

Compensation Committee. The compensation committee is responsible for
determining salaries and incentives compensation for our directors, officers,
employees and consultants and administering our stock option incentive plans.
The compensation committee consists of Messrs. Alsop, Komisar and Yang.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee are Messrs. Alsop, Komisar and
Yang. None of the members of our compensation committee of the board of
directors is currently or has been, at any time since our formation, an officer
or employee. Prior to the formation of the compensation committee, all
decisions regarding compensation for directors, officers, employees and
consultants and administration of stock and incentive plans were made solely by
the board of directors.

Executive Compensation

The following table sets forth information for the year ended December 31,
1998, regarding the compensation of our chief executive officer and our other
most highly compensated executive officer whose salary and bonus for such year
was in excess of $100,000 on an annualized basis. We refer to these individuals
as our named executive officers. There were no other executive officers of TiVo
whose salary and bonus for that year were in excess of $100,000 on an
annualized basis.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation
----------------------
Name and Principal Long-Term All Other
Position Salary($) Bonus($) Compensation Awards Compensation($)
- ------------------------ ----------- --------- ------------------- ---------------
<S> <C> <C> <C> <C>
Michael Ramsay.......... $ 150,000 $ -- -- $ --
Chairman of the Board,
Chief Executive Officer
and President
James Barton............ 148,764 -- -- --
Vice President of
Research and
Development and Chief
Technical Officer
</TABLE>

Option Grants in Last Fiscal Year

There were no stock option grants to our named executive officers during the
fiscal year ended December 31, 1998. On June 16, 1999, we granted an option to
purchase 650,000 shares of common stock to Mr. Ramsay and an option to purchase
100,000 shares of common stock to Mr. Barton. These options are subject to
vesting as follows: 25% of the shares vest twelve months after the date of
grant and 2.083% of the shares vest each month thereafter. The exercise price
of these options is $6.50 per share. We recorded $675,000 in deferred
compensation in connection with these options. The deferred compensation
reflects the difference between the exercise price and the deemed fair market
value of the common stock on the date of grant.

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Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

There were no option exercises by the named executive officers during the
fiscal year ended December 31, 1998. There were no options held by the named
executive officers at December 31, 1998.

Stock Plans

Amended and Restated 1997 Equity Incentive Plan

The board adopted, and the stockholders approved, the 1997 Equity Incentive
Plan in October 1997. The board amended and restated the 1997 incentive plan as
the Amended and Restated 1997 Equity Incentive Plan on March 16, 1999, and our
stockholders approved the amendments on April 9, 1999.

Share Reserve. We have reserved 4,000,000 shares for issuance under the 1997
equity incentive plan. If stock awards granted under the 1997 equity incentive
plan expire or otherwise terminate before the recipients of the stock awards
purchase the shares subject to such stock awards, the shares not acquired
pursuant to such stock awards again become available for issuance under the
1997 equity incentive plan.

Administration. The board administers the 1997 equity incentive plan unless
it delegates administration to a committee. The board has the authority to
construe, interpret and amend the 1997 equity incentive plan as well as to
determine:

. the grant recipients;

. the grant dates;

. the number of shares subject to the award;

. the exercisability of the award;

. the exercise price;

. the type of consideration; and

. the other terms of the award.

Eligibility. The board may grant incentive stock options that qualify under
Section 422 of the Internal Revenue Code to employees of TiVo or its
affiliates. The board may grant nonstatutory stock options, stock bonuses and
restricted stock purchase awards to employees, directors and consultants of
TiVo or its affiliates.

. A stock option is a contractual right to purchase a specified number of
our shares at a specified price (exercise price) for a specified period
of time.

. An incentive stock option is a stock option that has met the
requirements of Section 422 of the Internal Revenue Code. Such an option
is free from regular income tax at both the date of grant and the date
of exercise. If two holding period tests are met, two years between
grant date and sale date and one year between exercise date and sale
date, the profit on the option is long-term capital gain income. If the
holding periods are not met, there has been a disqualifying disposition,
and the difference between the exercise price and the fair market value
of the shares on the exercise date will be taxed at ordinary income
rates. The difference between the fair market value on date of exercise
and the exercise price is an item of alternative minimum tax unless
there is a disqualifying disposition in the year of exercise.

. A nonstatutory stock option is a stock option not meeting the Internal
Revenue Code criteria for qualifying incentive stock options and,
therefore, triggering a tax upon exercise. This type of option requires
payment of state and federal income tax and, if applicable, FICA/FUTA on
the difference between the exercise price and the fair market value on
the exercise date.

. A restricted stock purchase award is an offer to purchase shares at a
price either at or near the fair market value of the shares. A stock
bonus, on the other hand, is a grant of our shares at no cost to the
recipient in consideration for past services rendered. However, we may
reacquire the shares under either type of award at the original purchase
price, which is zero in the case of a stock bonus, if the recipient's
service to TiVo and its affiliates is terminated before the shares vest.

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The board may not grant an incentive stock option to any person who, at the
time of the grant, owns, or is deemed to own, stock possessing more than 10% of
the total combined voting power of TiVo or any affiliate of TiVo, unless the
exercise price is at least 110% of the fair market value of the stock on the
grant date and the option term is five years or less. In addition, the board
may not grant an employee an incentive stock option under the 1997 equity
incentive plan that exceeds the $100,000 per year limitation set forth in
Section 422(d) of the Internal Revenue Code. To calculate the $100,000 per year
limitation, we determine the aggregate number of shares under all incentive
stock options granted to the employee that will become exercisable for the
first time during a calendar year. For this purpose, we include incentive stock
options granted under the 1997 equity incentive plan as well as under any other
stock plans that our affiliates or we maintain. We then determine the aggregate
fair market value of such stock as of the grant date of the option. Taking the
options into account in the order in which they were granted, we treat only the
options covering the first $100,000 worth of stock as incentive stock options.
We treat any options covering stock in excess of $100,000 as nonstatutory stock
options.

Section 162(m) of the Internal Revenue Code, among other things, denies a
deduction to publicly held corporations for compensation paid to the chief
executive officer or the four highest compensated officers in a taxable year to
the extent that the compensation exceeds $1,000,000. When we become subject to
Section 162(m), in order to prevent options from being included in such
compensation, the board may not grant options under the 1997 equity incentive
plan to a person covering an aggregate of more than 500,000 shares in any 12
month period.

Option Terms. The board may grant options with an exercise price of 100% or
more of the fair market value of a share of our common stock on the grant date.
The maximum option term is 10 years. The board may provide for exercise periods
of any length in individual option grants. However, generally an option
terminates three months after the optionholder's service to TiVo and its
affiliates terminates. If such termination is due to the optionholder's
disability, the exercise period generally is extended to 12 months. If such
termination is due to the optionholder's death or if the optionholder dies
within three months after his or her service terminates, the exercise period
generally is extended to 18 months following death.

The board can provide that a nonstatutory stock option (but not an incentive
stock option) will be transferable. The optionholder may designate a
beneficiary to exercise the option following the optionholder's death.
Otherwise, the option exercise rights will pass by the optionholder's will or
by the laws of descent and distribution.

Terms of Other Stock Awards. The board determines the purchase price of other
stock awards but it may not be less than the fair market value of our common
stock on the grant date. The board may award stock bonuses in consideration of
past services without a purchase payment. Shares sold or awarded under the 1997
equity incentive plan may, but need not be, restricted and subject to a
repurchase option in favor of TiVo in accordance with a vesting schedule that
the board determines. The board, however, may accelerate the vesting of such
restricted stock.

Other Provisions. Transactions not involving receipt of consideration by
TiVo, such as a merger, consolidation, reorganization, stock dividend, or stock
split, may change the class and number of shares subject to the 1997 equity
incentive plan and to outstanding awards. In that event, the board will
appropriately adjust the 1997 equity incentive plan as to the class and the
maximum number of shares subject to the 1997 equity incentive plan and subject
to the Section 162(m) limit. It also will adjust outstanding awards as to the
class, number of shares and price per share subject to such awards.

A change in control means:

. a sale, lease or other disposition of all or substantially all of TiVo's
assets;

. a sale by TiVo stockholders of TiVo voting stock to another corporation
and/or its subsidiaries that results in the ownership by such corporation
and/or its subsidiaries of 80% or more of the combined voting power of all
classes of the voting stock of TiVo entitled to vote;

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. a merger or consolidation in which TiVo is not the surviving corporation;
or

. a reverse merger in which TiVo is the surviving corporation but the shares
of common stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property.

Upon a change in control of TiVo, the surviving entity may either assume or
replace outstanding awards under the 1997 equity incentive plan. Otherwise,
the vesting and exercisability of the awards generally will accelerate. In
addition, depending upon the status of the participant, an award will
ordinarily become vested as to 25% or 50% of the shares, even if it was
assumed or replaced, if, within 13 months after the change in control, the
participant is discharged other than for cause or voluntarily resigns for good
reason, as specified in the 1997 equity incentive plan.

Awards Granted. As of June 30, 1999, we had issued 2,471,958 shares upon the
exercise of options under the 1997 equity incentive plan, 399,937 of which
have been repurchased at the original exercise price and 1,423,727 of which
are subject to repurchase at the original exercise price; options to purchase
1,215,907 shares at a weighted average exercise price of $0.46 were
outstanding; and 116,902 shares remained available for future grant. As of
June 30, 1999, the board had granted 195,233 shares as part of stock awards
under the 1997 equity incentive plan.

Plan Termination. The 1997 equity incentive plan will terminate in 2007
unless the board terminates it sooner.

1999 Equity Incentive Plan

Our board adopted the 1999 Equity Incentive Plan on March 16, 1999, and our
stockholders approved it on April 9, 1999. Our board and stockholders amended
the 1999 equity incentive plan on July 14, 1999.

Share Reserve. We have reserved 4,200,000 shares for issuance under the 1999
equity incentive plan. On December 31 of each year, for 10 years, beginning in
1999, the number of shares in the reserve automatically will be increased by
the greater of:

. 7% of our outstanding shares on a fully-diluted basis; or

. 4,000,000 shares.

However, no more than 40,000,000 shares will be available for incentive stock
options. If stock awards granted under the 1999 equity incentive plan expire
or otherwise terminate before the recipients of the stock awards purchase the
shares subject to such stock awards, the shares not acquired pursuant to such
stock awards again become available for issuance under the 1999 equity
incentive plan.

Administration. The board administers the 1999 equity incentive plan unless
it delegates administration to a committee. The board has the authority to
construe, interpret and amend the 1999 equity incentive plan as well as to
determine:

. the grant recipients;

. the grant dates;

. the number of shares subject to the award;

. the exercisability of the award;

. the exercise price;

. the type of consideration; and

. the other terms of the award.

Eligibility. The board may grant incentive stock options that qualify under
Section 422 of the Internal Revenue Code to employees of TiVo and its
affiliates. The board may grant nonstatutory stock options, stock bonuses and
restricted stock purchase awards to employees, directors and consultants of
TiVo and its affiliates.

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Section 162(m) of the Internal Revenue Code, among other things, denies a
deduction to publicly held corporations for certain compensation paid to the
chief executive officer or the four highest compensated officers in a taxable
year to the extent that the compensation exceeds $1,000,000. When we become
subject to Section 162(m), in order to prevent options from being included in
such compensation, the board may not grant options under the 1999 equity
incentive plan to an employee covering an aggregate of more than 1,000,000
shares in any calendar year.

Option Terms. The board may grant options with an exercise price of 100% or
more of the fair market value of a share of our common stock on the grant
date. The maximum option term is 10 years. The board may provide for exercise
periods of any length in individual option grants. However, generally an
option terminates three months after the optionholder's service to TiVo and
its affiliates terminates. If such termination is due to the optionholder's
disability, the exercise period generally is extended to 12 months. If such
termination is due to the optionholder's death or if the optionholder dies
within three months after his or her service terminates, the exercise period
generally is extended to 18 months following death.

The board can provide that a nonstatutory stock option, but not an incentive
stock option, will be transferable. The optionholder may designate a
beneficiary to exercise the option following the optionholder's death.
Otherwise, the option exercise rights will pass by the optionholder's will or
by the laws of descent and distribution.

Terms of Other Stock Awards. The board determines the purchase price of
other stock awards but it may not be less than 100% of the fair market value
of our common stock on the grant date. The board may award stock bonuses in
consideration of past services without a purchase payment. Shares sold or
awarded under the 1999 equity incentive plan may, but need not be, restricted
and subject to a repurchase option in favor of TiVo in accordance with a
vesting schedule that the board determines. The board, however, may accelerate
the vesting of such restricted stock.

Other Provisions. Transactions not involving receipt of consideration by
TiVo, such as a merger, consolidation, reorganization, stock dividend, or
stock split, may change the class and number of shares subject to the 1999
equity incentive plan and to outstanding awards. In that event, the board will
appropriately adjust the 1999 equity incentive plan as to the class and the
maximum number of shares subject to the 1999 equity incentive plan, subject to
the incentive stock option limitation and subject to the Section 162(m)
limitation. It also will adjust outstanding awards as to the class, number of
shares and price per share subject to such awards.

Upon a change in control, the surviving entity may either assume or replace
outstanding awards under the 1999 equity incentive plan. Otherwise, the
vesting and exercisability of the awards generally will accelerate. In
addition, depending upon the status of the participant, an award will
ordinarily become vested as to 25% or 50% of the shares, even if it was
assumed or replaced, if, within 13 months after the change in control, the
participant is discharged other than for cause or voluntarily resigns for good
reason, as specified in the 1999 equity incentive plan.

Awards Granted. As of June 30, 1999, we had issued 17,000 shares upon the
exercise of options under the 1999 equity incentive plan, none of which have
been repurchased and 17,000 of which are subject to repurchase at the original
exercise price; options to purchase 1,945,605 shares at a weighted average
exercise price of $5.65 were outstanding; and 443,386 shares remained
available for future grant. As of June 30, 1999, the board had granted
94,009 shares as part of stock awards under the 1999 equity incentive plan.

Termination. The 1999 Equity Incentive Plan will terminate in 2009 unless
the board terminates it sooner.

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1999 Non-Employee Directors' Stock Option Plan

Our board and the stockholders adopted the 1999 Non-Employee Directors' Stock
Option Plan on July 14, 1999. The plan became effective upon adoption by the
board. The directors' plan provides for the automatic grant to our non-employee
directors of options to purchase shares of our common stock.

Share Reserve. We have reserved 500,000 shares of common stock for issuance
under the directors' plan. Every year, on December 31, the number of shares in
the reserve automatically will increase by 100,000 shares. If options granted
under the directors' plan expire or otherwise terminate without being
exercised, the shares not acquired pursuant to such options again become
available for issuance under the directors' plan.

Eligibility. Each person who was a non-employee director on July 14, 1999, or
is elected or appointed for the first time to be a non-employee director after
July 14, 1999, automatically received or will receive an initial option to
purchase 20,000 shares of common stock. The initial option will vest monthly
over two years at a rate of 1/24th per month. In addition, on the day after
each of our annual meetings of the stockholders, starting with the annual
meeting in 2001, each non-employee director will automatically receive an
option for 10,000 shares if the director has been a non-employee director for
at least the prior six months. However, with respect to the first annual grant
made to any non-employee director at least 18 months must have elapsed between
the initial grant to such person and the first annual grant to such person. The
annual grant will be fully vested.

Administration. The board administers the directors' plan unless it delegates
administration to a committee. The board has the authority to construe,
interpret and amend the directors' plan, but the directors' plan specifies the
essential terms of the options.

Option Terms. Options generally have an exercise price equal to 100% of the
fair market value of the common stock on the grant date. Prior to this initial
public offering, however, the exercise price of an option granted to a non-
employee director who owns (or is deemed to own) stock possessing more than 10%
of the total combined voting power of all classes of stock of TiVo or any of
its affiliates must have an exercise price equal to 110% of the fair market
value of the common stock on the grant date. The option term is 10 years but it
terminates three months after the optionholder's service as a director, an
employee or a consultant to TiVo and its affiliates terminates. If such
termination is due to the optionholder's disability, the exercise period is
extended to 12 months. If such termination is due to the optionholder's death
or if the optionholder dies within three months after his or her service
terminates, the exercise period is extended to 18 months following death.

Other Provisions. The optionholder may transfer the option by gift to
immediate family or for estate-planning purposes. The optionholder also may
designate a beneficiary to exercise the option following the optionholder's
death. Otherwise, the option exercise rights will pass by the optionholder's
will or by the laws of descent and distribution. Transactions not involving
receipt of consideration by TiVo, such as a merger, consolidation,
reorganization, stock dividend, or stock split, may change the class and number
of shares subject to the directors' plan and to outstanding options. In that
event, the board will appropriately adjust the directors' plan as to the class
and the maximum number of shares subject to the directors' plan and subject to
future option grants. It also will adjust outstanding options as to the class,
number of shares and price per share subject to such options. Upon a change in
control of TiVo, the vesting and exercisability of outstanding options will
accelerate, and the options will terminate unless an acquiring corporation
assumes or replaces outstanding options.

Options Issued. We have issued an aggregate of 120,000 shares under the
directors' plan.

Termination. The directors' plan will terminate in 2009 unless the board
terminates it sooner.

1999 Employee Stock Purchase Plan

Our board and stockholders adopted the 1999 Employee Stock Purchase Plan on
July 14, 1999.

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Share Reserve. We have reserved 600,000 shares of our common stock for
issuance pursuant to purchase rights granted under the purchase plan. The first
offering under the purchase plan will begin on the effective date of this
initial public offering. For the first offering, the board has granted purchase
rights both to our full-time employees and to full-time employees of our
affiliates incorporated in the United States. We currently do not have any such
affiliates. However, if we acquire or establish an affiliate incorporated in
the United States during the first half of the first offering, then full-time
employees of that affiliate also may participate in the first offering. On
December 31 of each year for 10 years, beginning in 1999, the number of shares
in the reserve automatically will be increased by the lower of:

. 5% of our outstanding shares on a fully-diluted basis;

. 500,000 shares; or

. a smaller number of shares as determined by the board.

Eligibility. The purchase plan is intended to qualify as an employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code.
The purchase plan provides a means by which employees may purchase our common
stock through payroll deductions. We implement the purchase plan by offerings
of purchase rights to eligible employees. Generally, all full-time employees
who have been employed for at least 10 days may participate in the purchase
plan. However, no employee may participate in the purchase plan if immediately
after we grant the employee a purchase right, the employee has voting power
over, or the value of, 5% or more of the outstanding capital stock of TiVo or
an affiliate of TiVo.

Administration. The board administers the purchase plan unless it delegates
it to a committee. The board has the authority to construe, interpret and amend
the purchase plan. Under the purchase plan, the board may specify offerings of
up to 27 months. The first offering will begin on the effective date of this
initial public offering. Unless the board otherwise determines, common stock is
purchased for accounts of participating employees at a price per share equal to
the lower of:

. 85% of the fair market value of a share on the first day of the offering;
or

. 85% of the fair market value of a share on the purchase date.

For the first offering, which will begin on the effective date of this
initial public offering, we will offer shares registered on a Form S-8
registration statement. The fair market value of the shares on the first date
of this offering will be the price per share at which our shares are first sold
to the public as specified in the final prospectus with respect to our initial
public offering. Otherwise, fair market value generally means the closing sales
price (rounded up where necessary to the nearest whole cent) for such shares
(or the closing bid, if no sales were reported) as quoted on the Nasdaq
National Market on the trading day prior to the relevant determination date, as
reported in The Wall Street Journal.

The board may provide that employees who become eligible to participate after
the offering period begins nevertheless may enroll in the offering. These
employees will purchase our stock at the lower of:

. 85% of the fair market value of a share on the day they began
participating in the purchase plan; or

. 85% of the fair market value of a share on the purchase date.

Participating employees may authorize payroll deductions of up to 15% of
their base compensation for the purchase of stock under the purchase plan.
Employees may end their participation in the offering at any time up to 10 days
before a purchase date. Participation ends automatically on termination of
employment with TiVo and its affiliates.

Other Provisions. The board may grant eligible employees purchase rights
under this plan only if the purchase rights together with any other purchase
rights granted under other employee stock purchase plans established by TiVo or
its affiliates, do not permit the employee's rights to purchase our stock to
accrue at a rate which exceeds $25,000 of the fair market value of our stock
for each calendar year in which the purchase rights are outstanding.
Transactions not involving receipt of consideration by TiVo, such as a merger,

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consolidation, reorganization, stock dividend or stock split, may change the
class and number of shares subject to the purchase plan and to outstanding
options. In that event, the board will appropriately adjust the purchase plan
as to the class and the maximum number of shares subject to the purchase plan.
It will also adjust outstanding rights as to class, number of shares and
purchase limits of such outstanding rights.

Upon a change in control of TiVo, the board may provide that the successor
corporation will assume or substitute for outstanding purchase rights.
Alternatively, the board may shorten the offering period and provide that our
stock will be purchased for the participants immediately before the change in
control.

Shares Issued. We have not issued any shares under the purchase plan.

Termination. The purchase plan will terminate when the share reserve is
exhausted unless the board terminates it sooner.

401(k) Plan

We maintain the TiVo Inc. 401(k) Retirement Plan for eligible employees. In
order to be a participant in the 401(k) plan, an employee must have attained
age 21. A participant may contribute up to 20% of his or her total annual
compensation to the 401(k) plan, or up to a statutorily prescribed annual
limit, if less. The annual limit for 1999 is $10,000. Each participant is fully
vested in his or her deferred salary contributions. Participant contributions
are held and invested by the 401(k) plan's trustee. We may make discretionary
contributions as a percentage of participant contributions, subject to
establish limits. To date, we have not made any contributions to the 401(k)
plan on behalf of the participants. The 401(k) plan is intended to qualify
under Section 401 of the Internal Revenue Code, so that contributions by us or
our employees to the 401(k) plan, and income earned on the 401(k) plan
contributions, are not taxable to employees until withdrawn from the 401(k)
plan, and so that our contributions, if any, will be deductible by us when
made.

Limitation of Liability and Indemnification Matters

Our Amended and Restated Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that a director of a corporation will not be personally liable for
monetary damages for breach of the fiduciary duties as a director except for
liability:

. for any breach of the director's duty of loyalty to TiVo or to our
stockholders;

. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

. for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or

. for any transaction from which the director derives an improper personal
benefit.

Our bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our officers, employees and other agents to the full
extent permitted by law. We believe that indemnification under our bylaws
covers at least negligence and gross negligence on the part of an indemnified
party. Our bylaws also require us to advance expenses incurred by directors and
executive officers in connection with the defense of any action or proceeding,
subject to several exceptions, arising out of the status or service as one of
our directors or executive officers upon an undertaking by that party to repay
these advances if it is ultimately determined that the party is not entitled to
indemnification. Furthermore, our bylaws authorize us to enter into
indemnification agreements with our directors, officers, employees and agents
and we intend to enter into these agreements. A copy of the form of the
indemnity agreement has been filed as an exhibit to the registration statement
of which this prospectus is part. We also maintain directors' and officers'
liability insurance.

At present, we are not aware of any pending litigation or proceeding
involving any of our directors, officers, employees or agents where
indemnification will be required or permitted. Furthermore, we are not aware of
any threatened litigation or proceeding that may result in a claim for such
indemnification.

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We are aware that the Securities and Exchange Commission considers
indemnification for liabilities arising under the Securities Act to be against
public policy. Even if our indemnification of our directors, officers and
controlling persons for liabilities arising under the Securities Act is
permitted under indemnification agreements, it would be unenforceable as a
matter of public policy.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Private Placement Financings

On August 5, 1997, we sold 1,400,000 shares (split to 1,458,332 shares on
September 24, 1997) of common stock to each of our founders, Michael Ramsay and
James Barton. The aggregate purchase price for these shares was $10,080.

Between September 24, 1997 and September 8, 1999, we sold an aggregate of
21,819,444 shares of preferred stock in the following rounds of financings:

. on September 24, 1997 and October 22, 1997, we sold an aggregate of
5,000,000 shares of Series A preferred stock at a per share price of
$0.60;

. on May 29, 1998, June 26, 1998 and July 27, 1998, we sold an aggregate
of 3,660,914 shares of Series B preferred stock at a per share price of
$1.26;

. on October 8, 1998, October 30, 1998 and December 22, 1998, we sold an
aggregate of 2,513,513 shares of Series C preferred stock at a per share
price of $1.85;

. on January 20, 1999, we sold 1,358,695 shares of Series D preferred
stock at a per share price of $3.68;

. on March 19, 1999, we sold 270,270 shares of Series E preferred stock at
a per share price of $7.40;

. on April 13, 1999, sold 405,405 shares of Series F preferred stock at a
per share price of $7.40;

. on April 16, 1999, we sold 1,013,513 shares of Series G preferred stock
at a per share price of $7.40;

. on April 23, 1999, we sold 1,351,351 shares of Series H preferred stock
at a per share price of $7.40;

. on July 21, 1999, we sold 3,121,994 shares of Series I preferred stock
at a per share price of $10.41;

. on August 10, 1999, we sold 480,307 shares of Series J preferred stock
at a per share price of $10.41; and

. Sony Corporation of America, Inc. has also agreed to purchase 2,643,482
shares of our Series J preferred stock at a per share price of $10.41.
The completion of this transaction is subject to customary closing
conditions such as the delivery of legal opinions and closing
certificates. We anticipate the closing of this transaction to occur by
September 10, 1999.

58
<PAGE>

Each of the foregoing private financings was made pursuant to preferred stock
purchase agreements and investor rights agreements. The terms of those
agreements, with the exception of amount and price, were substantially similar
for the Series A through Series J financings, under which we made standard
representations, warranties and covenants, and which provided the purchasers
with rights of first offer and registrations rights. All of the material terms
of the Series A through Series J agreements, with the exception of the
registration rights, will terminate upon the effective date of the registration
statement of which this prospectus is a part. For a description of the
registration rights, see "Description of Capital Stock--Registration Rights."
The purchasers of the preferred stock included, among others, the following
directors, entities associated with directors, and each person or group who is
known by us to own beneficially 5% or more of our common stock:

<TABLE>
<CAPTION>
Common Common Common Common Common Common Common Common Warrants to
equivalent equivalent equivalent equivalent equivalent equivalent equivalent equivalent purchase
shares of shares of shares of shares of shares of shares of shares of shares of shares of
Series A Series B Series C Series D Series F Series G Series H Series J Series A
preferred preferred preferred preferred preferred preferred preferred preferred preferred
Investor(1) stock stock stock stock stock stock stock stock stock
----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Michael Ramsay(2).. 666,667 -- -- -- -- -- -- -- --
James Barton(3).... 166,667 -- -- -- -- -- -- -- --
Randy Komisar(4)... -- 24,800 -- -- -- -- -- -- 52,083
Entities affiliated
with New
Enterprise
Associates
(Stewart Alsop)... 2,000,000 1,587,302 594,595 -- -- -- -- -- --
Entities affiliated
with Institutional
Venture Partners
(Geoffrey Y.
Yang)............. 2,000,000 1,587,302 594,595 -- -- -- -- -- --
DIRECTV, Inc
(Larry N.
Chapman).......... -- -- -- -- 405,405 -- -- -- --
Vulcan Ventures
Incorporated...... -- -- -- 1,358,695 -- -- -- -- --
NBC Multimedia,
Inc.
(Thomas S.
Rogers)........... -- -- -- -- -- 1,013,513 -- -- --
Philips Venture
Capital Fund B.V.
.................. -- -- -- -- -- -- 1,351,351 -- --
Sony Corporation of
America,
Inc.(5) .......... -- -- -- -- -- -- -- 2,643,482 --
</TABLE>
- ---------------------
(1) Shares held by all affiliated persons and entities have been aggregated.
See "Principal Stockholders" for more detail on shares held by these
purchasers.
(2) Michael Ramsay is Chairman of the Board, Chief Executive Officer and
President. The Series A preferred stock issued to Mr. Ramsay was not
compensatory. Mr. Ramsay paid the full purchase price for these shares in
cash. These shares have the same rights, preferences and privileges as all
other outstanding shares of Series A preferred stock and, upon completion
of this offering, will automatically convert, on a one-for-one basis, into
shares of common stock.
(3) James Barton is Vice President of Research and Development, Chief
Technical Officer and a director. The Series A preferred stock issued to
Mr. Barton was not compensatory. Mr. Barton paid the full purchase price
for these shares in cash. These shares have the same rights, preferences
and privileges as all other outstanding shares of Series A preferred stock
and, upon completion of this offering, will automatically convert, on a
one-for-one basis, into shares of common stock.
(4) Randy Komisar is a director. His Series B preferred stock is held by his
family trust, of which he is a trustee. The Series A warrant and Series B
preferred stock issued to Mr. Komisar was not compensatory. Mr. Komisar
paid the full purchase price for these shares of Series B in cash and the
exercise price of the Series A warrant is equal to the fair market value
of the Series A preferred stock at the time of issuance. The shares of
Series A preferred stock issuable upon exercise of the warrant and shares
of Series B preferred stock have the same rights, preferences and
privileges as all other outstanding shares of Series A and B preferred
stock and, upon completion of this offering, will automatically convert,
on a one-for-one basis, into shares of common stock.

(5) Sony Corporation of America, Inc. has agreed to purchase 2,643,482 shares
of our Series J preferred stock at a per share price of $10.41. The
completion of this transaction is subject to customary closing conditions
such as the delivery of legal opinions and closing certificates. We
anticipate the closing of this transaction to occur by September 10, 1999.

The foregoing table has been adjusted to reflect the automatic conversion of
each outstanding share of Series A through J preferred stock into common stock
on a one-for-one basis upon the completion of this offering.

59
<PAGE>

Series J Preferred Stock

On August 6, 1999, we entered into a stock purchase agreement with America
Online, Inc. for the sale and issuance of 480,307 shares of Series J preferred
stock at a per share price of $10.41. In connection with this transaction, we
also entered into a letter of intent with AOL, pursuant to which we agreed to
negotiate in good faith toward the execution of a commercial agreement relating
to the integration of an AOL television service onto the TiVo personal video
recorder.

On August 6, 1999, we entered into a stock purchase agreement with Sony
Corporation of America, Inc. for the sale and issuance of 2,643,482 shares of
Series J preferred stock at a per share price of $10.41. The completion of this
transaction is subject to customary closing conditions such as the delivery of
legal opinions and closing certificates. We anticipate closing this transaction
by September 10, 1999. As a holder of a majority of the outstanding shares of
Series J preferred stock, Sony can elect one member of our board of directors.
In connection with the sale of Series J preferred stock, we also entered into a
letter of intent with Sony, pursuant to which we agreed to negotiate in good
faith toward the execution of a commercial agreement relating to manufacturing
and content licensing arrangements.

Other transactions with major stockholders and directors

In connection with Mr. Komisar's appointment as a director in March 1998, he
received a warrant to purchase 52,083 shares of Series A preferred stock at an
exercise price of $0.60 per share. This warrant is fully exerciseable as of the
date of its issuance. The warrant expires on the closing of this offering.

On April 8, 1999, we entered into a secured convertible debenture purchase
agreement with certain stockholders, including the following 5% stockholders:
(1) New Enterprise Associates VII, L.P., and (2) Institutional Ventures VII,
L.P. Under the terms of this agreement, we can borrow up to $3,000,000 at an
interest rate of 4.67% per annum. The debentures to be delivered by us for any
loan made under this agreement are convertible into common stock on a one-for-
one basis and secured substantially by all of our assets other than
intellectual property. The debentures mature on June 30, 2000. In conjunction
with the agreement, we issued warrants to purchase 81,522 shares of common
stock at an exercise price of $2.50 per share, including warrants to purchase
35,307 shares of common stock to New Enterprise VII, L.P. and warrants to
purchase 35,307 shares of common stock to Institutional Ventures VII, L.P.
These warrants expire on the closing of this offering.

We intend to enter into indemnification agreements with our directors and
executive officers for the indemnification of and advancement of expenses to
these persons to the full extent permitted by law. We also intend to execute
these agreements with future directors and executive officers.

Agreement with DIRECTV, Inc.

On April 13, 1999, in connection with the issuance and sale of Series F
preferred stock to DIRECTV, we issued an aggregate of 2,981,196 shares of our
common stock to DIRECTV, Inc. at a per share purchase price of $2.50. Pursuant
to the terms of a marketing agreement with DIRECTV, Inc., $2,822,168 of the
common stock purchase price was paid by a promissory note maturing in 36
months, $2,981 of the purchase price was paid in past services and $4,627,841
of the purchase price was to be paid by future services.

Our marketing agreement with DIRECTV provides for the promotion and support
of our products and the TiVo Service on the DIRECTV satellite system. DIRECTV
has agreed to give us access to its seven million subscribers and to actively
market and promote TiVo and the TiVo Service. Specifically, DIRECTV has agreed
to use its commercially reasonable efforts to encourage retailers to distribute
our products and the TiVo Service. DIRECTV also has agreed to make broadcast
time available via its DIRECTV satellite broadcast system for infomercials and
commercials that promote the TiVo Service and our products. DIRECTV has agreed
to provide us with access to DIRECTV subscribers for the purpose of mailing
promotional materials relating to the TiVo Service and products that enable the
TiVo Service. Further, DIRECTV has agreed to include advertising relating to
our products and the TiVo Service on DIRECTV's website and in DIRECTV's On and
See magazines. DIRECTV has also agreed to make available to us a specified
level of bandwidth on

60
<PAGE>

the DIRECTV system to expand and enrich the TiVo Service offered to DIRECTV
subscribers. Finally, DIRECTV and TiVo have agreed to work together with
Philips or other manufacturers to develop a combination DIRECTV/TiVo set-top
receiver. In exchange for these marketing and advertising obligations, DIRECTV
will receive a percentage of TiVo's revenue attributable to DIRECTV
subscribers.

Of the 2,981,196 shares granted to DIRECTV in connection with the marketing
agreement, 1,128,867 shares are subject to a right of repurchase held by TiVo.
Under the terms of the marketing agreement, we have the right to repurchase all
or a portion of these shares based on the number of DIRECTV subscribers who
activate the TiVo Service within three years.

Agreement with Philips Business Electronics B.V.

On March 31, 1999, we entered into an agreement with Philips Business
Electronics B.V., an affiliate of one of our stockholders, for the manufacture,
marketing and distribution of personal video recorders that enable the TiVo
Service. This agreement grants Philips the right to manufacture, market and
sell personal video recorders that enable the TiVo Service in North America. We
also granted Philips the right to manufacture, market and sell personal video
recorders in North America that incorporate both DIRECTV's satellite receiver
and the TiVo Service.

We also granted Philips a license to our technology for the purpose of
manufacturing personal video recorders and other devices that enable the TiVo
Service. In addition, we have agreed to subsidize Philips' manufacture and sale
of the personal video recorders. The amount of the subsidy is formula-based and
periodically adjusted based on Phillips' manufacturing costs and selling
prices. A portion of the subsidy is payable after shipment by Philips and the
balance is payable after the subscription is activated.

In addition to this manufacturing subsidy, we have agreed to pay Philips a
fixed amount per month for each Philips-branded personal video recorder that is
owned by an active TiVo Service subscriber. Finally, our agreement with Philips
provides that Philips will spend a specified amount on marketing activities
related to Philips-branded personal video recorders that enable the TiVo
Service. After this initial marketing expenditure, Philips has also agreed to
dedicate a percentage of the net sales revenues that it receives from personal
video recorders that enable the TiVo Service to further marketing activities.

Agreement with NBC Multimedia, Inc.

On April 16, 1999, in connection with the issuance and sale of Series G
preferred stock to NBC Multimedia, Inc., we entered into an agreement with NBC
relating to the TiVo Service. Under the agreement, we granted NBC preferential
"anchor" placement on the Showcase screen of the TiVo Service. In addition, NBC
programming packages and specials will be featured in TiVolution Magazine and
NBC may include NBC promotions and/or featured programs for inclusion on the
materials packaged with each personal video recorder. TiVo and NBC will feature
each other as partners on their respective Internet websites with a link to the
other's website. We have also agreed to work with NBC to produce weekly
showcases and special programming packages that highlight current and upcoming
NBC programs.

NBC also received the right to sell NBC merchandise through our couch
commerce service and the right to include links to websites and other Internet
content should such services be enabled on the TiVo Service during the term of
our agreement with NBC. After our couch commerce area is launched, NBC will
receive free placement in such area to sell NBC merchandise. In the event that
we enable Internet connection for the TiVo Service during the term of the NBC
agreement, we will ensure that any links and/or web content incorporated within
NBC signals will be passed through to TiVo Service viewers.

61
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of September 8, 1999, and as
adjusted to reflect the sale of the shares of common stock offered hereby, by:

. each person or group of affiliated persons who is known by us to own
beneficially 5% or more of our common stock;

. each of our directors and named executive officers; and

. all of our directors and executive officers as a group.

Unless otherwise indicated, the persons listed below have sole voting and
investment power with respect to shares of our common stock shown as
beneficially owned by them, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. Percentage of beneficial ownership prior to the offering is based
on 30,187,549 shares of common stock outstanding as of September 8, 1999, and
35,687,549 shares of common stock outstanding after completion of the offering.
In accordance with the rules of the SEC, each beneficial owner's percentage
ownership assumes the exercise or conversion of all options, warrants and other
convertible securities held by such person and that are exercisable or
convertible 60 days after September 8, 1999. Each beneficial owner's percentage
ownership does not include any shares of common stock that such owner may
purchase in the offering. Except as otherwise noted, the address of each person
listed is c/o TiVo Inc., 894 Ross Drive, Suite 100, Sunnyvale, CA 94089.

<TABLE>
<CAPTION>
Percentage of Shares
Number of Beneficially Owned
Shares --------------------
Beneficially Before After
Beneficial Owner Owned Offering Offering(1)
- ---------------- ------------ -------- -----------
<S> <C> <C> <C>
Named Executive Officers and Directors
Michael Ramsay(2)........................... 2,764,999 9.0 7.2
James Barton(3)............................. 1,724,999 5.7 4.8
Geoffrey Y. Yang(4)......................... 4,184,397 13.9 11.7
Stewart Alsop(5)............................ 4,184,397 13.9 11.7
Randy Komisar(6)............................ 235,633 * *
Larry N. Chapman(7)......................... 3,389,101 11.2 9.5
Thomas S. Rogers(8)......................... 1,016,013 3.4 2.8
Michael J. Homer(9)......................... 2,500 * *
5% Stockholders
Entities Affiliated with Institutional
Venture Partners(4)........................ 4,181,897 13.9 11.7
3000 Sand Hill Road
Building 2, Suite 290
Menlo Park, CA 94025
Entities Affiliated with New Enterprise
Associates(5).............................. 4,181,897 13.9 11.7
2490 Sand Hill Road
Menlo Park, CA 94025
DIRECTV, Inc. .............................. 3,386,601 11.2 9.5
2230 East Imperial Highway
El Segundo, CA 90245
Sony Corporation of America, Inc.(10)....... 2,643,482 8.8 7.4
550 Madison Avenue
New York, NY 10022
All executive officers and directors as a
group (9 persons)(11)...................... 17,756,857 56.7 48.5
</TABLE>
- -----------------------
* Represents beneficial ownership of less than one percent of the common
stock.

(1) Assumes no exercise of the Underwriters' over-allotment option. See
"Underwriting." If the Underwriters' over-allotment option is exercised
in full, we will sell an additional 825,000 shares of common stock, and
36,512,549 shares of common stock will be outstanding after the
completion of the offering.

62
<PAGE>

(2) Includes 650,000 shares Mr. Ramsay has the right to acquire pursuant to
outstanding options exercisable within 60 days, none of which will have
vested.
(3) Includes 100,000 shares Mr. Barton has the right to acquire pursuant to
outstanding options exercisable within 60 days, none of which will have
vested.

(4) Includes 4,006,440 shares of stock owned by Institutional Venture
Partners VII, L.P. ("IVP"), 83,638 shares of stock owned by Institutional
Venture Management VII, L.P. ("IVM VII") and 91,819 shares of stock owned
by IVP Founders Fund I, L.P. ("FFI"). Mr. Yang, one of our directors, is
a general partner of IVM VII, the general partner of IVP, and a general
partner of Institutional Venture Management VI, L.P., the general partner
of FFI. Mr. Yang disclaims beneficial ownership of these shares except to
the extent of his individual partnership interests, but exercises shared
voting and investment power with respect to these shares. Also includes
2,500 shares subject to stock options exercisable within 60 days of
September 8, 1999.

(5) Represents (a) 41,667 shares held by NEA Presidents Fund, L.P., (b) 8,333
shares held by NEA Ventures 1997, L.P., and (c) 4,131,897 shares held by
New Enterprise Associates VII, L.P. Mr. Alsop, one of our directors, is a
limited partner of NEA Partners VII, which is the general partner of New
Enterprise Associates VII, L.P. Mr. Alsop disclaims beneficial ownership
of such shares except to the extent of his pecuniary interests therein.
Mr. Alsop is not a partner of NEA Presidents Fund L.P. or NEA Ventures
1997, L.P. Also includes 2,500 shares subject to stock options
exercisable within 60 days of September 8, 1999.

(6) Includes 156,250 shares Mr. Komisar acquired pursuant to the exercise of
stock options, 61,849 shares of which will be vested within 60 days.
24,800 shares are held by Komisar/Dunn Family Trust, of which Mr. Komisar
is a trustee. Also includes 2,500 shares subject to stock options
exercisable within 60 days of September 8, 1999.

(7) Includes 3,386,601 shares held by DIRECTV, Inc. Mr. Chapman is an officer
of DIRECTV, Inc. and is a member of our board of directors. Mr. Chapman
disclaims beneficial ownership of such shares. Also includes 2,500 shares
subject to stock options exercisable within 60 days of September 8, 1999.

(8) Includes 1,013,513 shares held by NBC Multimedia, Inc., a wholly owned
subsidiary of National Broadcasting Company, Inc. Mr. Rogers is an
officer of National Broadcasting Company, Inc. and is a member of our
board of directors. Mr. Rogers disclaims beneficial ownership of such
shares. Also includes 2,500 shares subject to stock options exercisable
within 60 days of September 8, 1999. Mr. Rogers disclaims beneficial
ownership of such shares.

(9) Includes 2,500 shares subject to stock options exercisable within 60 days
of September 8, 1999.

(10) Includes the 2,643,482 shares of our Series J preferred stock Sony
Corporation of America, Inc. has agreed to purchase. The purchase of
these shares is subject to customary closing conditions such as the
delivery of legal opinions and closing certificates. We anticipate the
closing of this transaction to occur by September 10, 1999.

(11) Includes 944,818 shares subject to options exercisable within 60 days,
15,000 of which will have vested. Also includes 231,250 shares acquired
pursuant to the exercise of stock options, 61,849 shares of which will be
vested within 60 days.

63
<PAGE>

DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, after giving effect to the conversion of
all outstanding shares of preferred stock into common stock and the filing of
our Amended and Restated Certificate of Incorporation, our authorized capital
stock will consist of 75,000,000 shares of common stock, $0.001 par value per
share, and 2,000,000 shares of preferred stock, $0.001 par value per share.

Common Stock

As of September 8, 1999, there were 30,187,549 shares of common stock
outstanding held of record by 112 stockholders. The holders of common stock are
entitled to one vote for each share held of record on all matters submitted to
a vote of the stockholders. A vote of the majority of the stockholders is
required to approve actions submitted to stockholders in accordance with
Delaware law. Unless Section 2115 of the California Corporations Code is
applicable to us, holders of common stock are not entitled to cumulative voting
rights with respect to the election of directors and, as a result, the holders
of a majority of the shares voted can elect all of the directors then standing
for election. See "--California Foreign Corporation Law."

Subject to preferences that may be applicable to any outstanding shares of
preferred stock, the holders of common stock are entitled to receive ratably
such dividends as may be declared by the board of directors out of funds
legally available therefor. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up, holders of our common stock are
entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of preferred stock.
Holders of common stock have no preemptive rights and no right to convert their
common stock into any other securities. There are no redemption or sinking fund
provisions applicable to the common stock.

Preferred Stock

There are, and upon completion of this offering, there will be, no shares of
preferred stock outstanding. The board of directors has the authority, without
further action by the stockholders, to issue up to 2,000,000 shares of
preferred stock, $0.001 par value, in one or more series and to fix the powers,
preferences, privileges, rights and qualifications, limitations or restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and the number of
shares constituting any series or the designation of such series, without any
further vote or action by stockholders. We believe that the board of directors'
authority to set the terms of, and our ability to issue, preferred stock will
provide flexibility in connection with possible financing transactions in the
future. The issuance of preferred stock, however, could adversely affect the
voting power of holders of common stock, and the likelihood that such holders
will receive dividend payments and payments upon liquidation and could have the
effect of delaying, deferring or preventing a change in control. We have no
present plan to issue any shares of preferred stock.

Warrants

On April 8, 1999, we issued warrants to purchase an aggregate of 81,522
shares of our common stock at an exercise price of $2.50 per share to four of
our stockholders.

On March 18, 1998, we issued a warrant to purchase 52,083 shares of our
Series A preferred stock at an exercise price of $0.60 per share to Randy
Komisar, one of our directors. On February 12, 1999, we issued a warrant to
purchase 60,813 shares of our Series B preferred stock at an exercise price of
$1.26 per share to Comdisco, Inc. On November 6, 1998, we issued a warrant to
purchase 324,325 shares of our Series C preferred stock at an exercise price of
$0.01 per share to Quantum Corporation. At the same time, we also issued
Quantum a warrant to purchase 543,478 shares of our Series D preferred stock at
an exercise price of $0.01 per share. On April 30, 1999, we issued a warrant to
purchase 1,250 shares of our Series E preferred stock at an exercise price of
$7.40 per share to Silicon Valley Bank. On July 21, 1999, we issued a warrant
to purchase 192,122 shares of our Series I preferred stock at an exercise price
of $10.41 per share to Creative Artists Agency, LLC.

64
<PAGE>

Generally, each warrant contains provisions for the adjustment of the
exercise price and the aggregate number of shares issuable upon exercise of the
warrant under certain circumstances, including stock dividends, stock splits,
reorganizations, reclassifications, consolidations and certain dilutive
issuances of securities at prices below the then existing warrant price. The
warrants to purchase shares of our common stock will expire upon the closing of
an initial public offering at a per share price of not less than $5.00 and an
aggregate offering price of at least $10.0 million. The warrants to purchase
shares of our preferred stock will expire upon the closing of an initial public
offering without regard to the per share price or the aggregate offering price
of the offering.

Registration Rights

The holders of an aggregate of 24,800,640 shares of common stock, or their
transferees, are entitled to rights with respect to the registration of these
shares under the Securities Act. These rights are provided under the terms of
an investors rights agreement between us and the holders of these shares. In
the event our preferred stock warrant holders exercise their warrants they will
be added as parties to this agreement. Under the terms of the investor rights
agreement, we will be required, upon the written request from holders of at
least 30% of these shares, to use our best efforts to register these shares for
public resale, provided that the proposed aggregate offering price of such
shares exceeds $10.0 million. We are required to effect only two such
registrations, and we are not required to comply with such a demand prior to
the earlier of September 1, 2001 or 180 days after the closing of an initial
public offering of our stock. These holders also have the right, upon written
request from holders of at least 100,000 shares, to have these shares
registered by us on Form S-3 provided that such requested registration has an
anticipated aggregate offering price to the public of at least $3.0 million and
we have not already effected two such registrations on Form S-3 in any 12-month
period once we are eligible to use Form S-3. If we register any of our common
stock either for our own account or for the account of other security holders,
the holders of these shares are entitled to include their shares in the
registration. A holder's right to include shares in an underwritten
registration is subject to the ability of the underwriters to limit the number
of shares included in this offering. All fees, costs and expenses of such
registrations will be borne by us and all selling expenses, including
underwriting discounts, selling commissions and stock transfer taxes, will be
borne by the holders of the securities being registered.

Delaware Law and Certain Charter Provisions

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
the business combination is approved in a prescribed manner. For purposes of
Section 203, a "business combination" includes a merger, asset sale or other
transaction resulting in a financial benefit to the interested stockholder, and
an "interested stockholder" is a person who, together with affiliates and
employees, owns or, within three years prior, did own 15% or more of the
corporation's voting stock.

Our Amended and Restated Certificate of Incorporation and Bylaws also require
that, effective upon the closing of this offering, any action required or
permitted to be taken by our stockholders must be effected at a duly called
annual or special meeting of the stockholders and may not be effected by a
consent in writing. In addition, special meetings of our stockholders may be
called only by our board of directors, the Chairman of the Board or the Chief
Executive Officer. Our Amended and Restated Certificate of Incorporation and
bylaws also provide that directors may be removed only for cause by a vote of a
majority of the stockholders and that vacancies on the board of directors
created either by resignation, death, disqualification, removal or by an
increase in the size of the board of directors may be filled by a majority of
the directors in office, although less than a quorum. Our Amended and Restated
Certificate of Incorporation also provides for a classified board of directors
and specifies that the authorized number of directors may be changed only by
resolution of the board of directors. These provisions may have the effect of
deterring hostile takeovers or delaying changes in control or management. See
"Management--Board Composition."

65
<PAGE>

California Foreign Corporation Law

Pursuant to section 2115 of the California Corporations Code, under some
circumstances several provisions of the California Corporations Code may be
applied to foreign corporations qualified to do business in California
notwithstanding the law of the jurisdiction where the corporation is
incorporated. The corporations are referred to in this prospectus as "quasi-
California" corporations. Section 2115 applies to foreign corporations that
have more than half of their voting stock held by stockholders residing in
California and more than half of their business deriving from California,
measured on or after the 135th day of the corporation's fiscal year. If we were
determined to be a quasi-California corporation, we would have to comply with
California law with respect to, among other things, elections of directors and
distributions to stockholders. Under the California Corporations Code, a
corporation is prohibited from paying dividends unless:

(1) the retained earnings of the corporation immediately prior to the
distribution equals or exceeds the amount of the proposed
distribution; or

(2)(a) the assets of the corporation, exclusive of specific non-tangible
assets, equal or exceed 1 1/4 times its liabilities, exclusive of
specific liabilities; and

(b) the current assets of the corporation at least equal its current
liabilities. If the average pre-tax net earnings of the corporation
before interest expense for the two years preceding the
distribution was less than the average interest expense of the
corporation for those years, however, the current assets of the
corporation must exceed 1 1/4 times its current liabilities.

Following this offering, we will be exempt from the application of Section
2115 until January 1, 2000, and thereafter in the event that more than half of
our voting stock is held by stockholders with residences outside of California
or is held by more than 800 persons.

Transfer Agent and Registrar

Norwest Bank Minnesota, N.A. has been appointed as the transfer agent and
registrar for our common stock.

Listing

We have applied for quotation of our common stock on the Nasdaq National
Market under the trading symbol TIVO.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock,
and we cannot provide any assurances that a significant public market for our
common stock will develop or be sustained after this offering. Future sales of
substantial amounts of common stock, including shares issued upon exercise of
outstanding options and warrants, in the public market, or the possibility of
such sales occurring, could adversely affect prevailing market prices for our
common stock and impair our future ability to raise capital through an offering
of equity securities.

After this offering, we will have outstanding 35,687,549 shares of common
stock, assuming no exercise of outstanding options. Of these shares, the
5,500,000 shares to be sold in this offering, or 6,325,000 shares if the
underwriters' over-allotment option is exercised in full, will be freely
tradable in the public market without restriction under the Securities Act,
unless such shares are held by our "affiliates," as that term is defined in
Rule 144 under the Securities Act.

The remaining 30,187,549 shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144. We
issued and sold the restricted shares in private transactions in reliance on
exemptions from registration under the Securities Act. Restricted shares may be
sold in the public market only if they are registered or if they qualify for an
exemption from registration under Rule 144 or Rule 701 under the Securities
Act, as summarized below.

Pursuant to the "lock-up" agreements between our directors, executive
officers and stockholders and the underwriters, the holders of 29,962,826
shares have agreed not to offer, sell, pledge or otherwise dispose of, directly
or indirectly, or announce their intention to do the same, any of our common
stock or any security convertible into, or exchangeable or exercisable for our
common stock for a period of 180 days from the date of this offering. However,
the restrictions described in this paragraph do not apply to:

. transfers as a bona fide gift or gifts;
. transfers by an individual, either during his or her lifetime or on
death by will or intestacy, to his or her immediate family or to a trust
the beneficiaries of which are exclusively the holder of the securities
and/or a member of his or her immediate family;
. distributions to limited partners or stockholders;
. transfers of our common stock purchased on the open market after this
offering; and
. with respect to some stockholders, transfers to affiliates.

We also have entered into an agreement with the underwriters that we will not
offer, sell or otherwise dispose of common stock for a period of 180 days from
the date of this offering. On the date of the expiration of the lock-up
agreements, all of the restricted shares will be eligible for immediate sale,
of which shares will be subject to the volume, manner of sale and other
limitations under Rule 144.

Following the expiration of the lock-up periods, some shares issued upon
exercise of options that we granted prior to the date of this offering will
also be available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 under the Securities Act but without compliance with the restrictions,
including the holding-period requirement, imposed under Rule 144. In general,
under Rule 144 as in effect at the closing of this offering, beginning 90 days
after the date of this prospectus, a person, or persons whose shares are
aggregated, who has beneficially owned restricted shares for at least one year,
including the holding period of any prior owner who is not an affiliate, would
be entitled to sell, within any three-month period, a number of shares that
does not exceed the greater of:

. 1% of the then-outstanding shares of common stock; or
. the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of a Form 144 with respect to such
sale.

67
<PAGE>

Sales under Rule 144 are also subject to manner of sale and notice
requirements and to the availability of current public information about us.
Under Rule 144(k), a person who is not deemed to have been an affiliate at any
time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years, including the holding period
of any prior owner who is not an affiliate, is entitled to sell these shares
without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

We intend to file, after the effective date of this offering, a registration
statement on Form S-8 to register approximately 9.3 million shares of common
stock reserved for issuance under the 1997 Amended and Restated Equity
Incentive Plan, the 1999 Equity Incentive Plan, the 1999 Non-Employee
Directors' Stock Option Plan and the 1999 Employee Stock Purchase Plan. The
registration statement will become effective automatically upon filing. Shares
issued under the foregoing plans after the filing of a registration statement
on Form S-8 may be sold in the public market, except for some holders, subject
to the Rule 144 limitations applicable to affiliates, the above-referenced
lock-up agreements and vesting restrictions imposed by us. Accordingly, subject
to the exercise of such options, shares registered under such registration
statement will be available for sale in the public market immediately after the
180-day lock-up period expires.

In addition, following this offering, the holders of 24,800,640 shares of
common stock will, under some circumstances, have rights to require us to
register their shares for future sale.

68
<PAGE>

UNDERWRITING

TiVo and the underwriters named below have entered into an underwriting
agreement with respect to the shares being offered in the underwritten
offering. Each underwriter has severally agreed to purchase the number of
shares indicated in the following table. Credit Suisse First Boston
Corporation, BancBoston Robertson Stephens, Thomas Weisel Partners LLC and
Allen & Company Incorporated are acting as representatives of the underwriters.

<TABLE>
<CAPTION>
Number of
Underwriter Shares
----------- ---------
<S> <C>
Credit Suisse First Boston Corporation............................
BancBoston Robertson Stephens Inc. ...............................
Thomas Weisel Partners LLC........................................
Allen & Company Incorporated......................................
Total........................................................... 5,500,000
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated. The obligations of the underwriters
are subject to a number of conditions, including but not limited to, the
delivery of certificates, opinions and other documents satisfactory to
underwriter's counsel.

We have granted to the underwriters a 30-day option to purchase on a pro rata
basis up to 825,000 additional shares at the initial public offering price less
the underwriting discounts and commissions. This option may be exercised only
to cover over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the
public offering price on the cover page of this prospectus and to selling group
members at that price less a concession of $ per share. The underwriters
and selling group members may allow a discount of $ per share on sales to
other broker/dealers. After the initial public offering, the public offering
price and concession and discount to broker/dealers may be changed by the
representatives.

The following table summarizes the compensation and estimated expenses we
will pay:

<TABLE>
<CAPTION>
Per Share Total
----------------------------- -----------------------------
Without With Without With
Over-allotment Over-allotment Over-allotment Over-allotment
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting discounts
and commissions payable
by us.................. $ $ $ $
Expenses payable by us.. $ $ $ $
</TABLE>

The underwriters have informed us that they do not expect discretionary sales
to exceed 5% of the shares of common stock being offered.

Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since
December 1998, Thomas Weisel Partners has been named as a lead or co-manager on
approximately 30 public offerings of equity securities that have been
completed. Thomas Weisel Partners does not have any material relationship with
us or any of our officers, directors or other controlling persons, except with
respect to its contractual relationship with us pursuant to the underwriting
agreement entered into in connection with this offering.

We and our officers and directors and other stockholders and optionholders
have agreed that we and they will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the SEC a
registration statement under the Securities Act relating to, any additional
shares of our common stock or

69
<PAGE>

securities convertible into or exchangeable or exercisable for any shares of
our common stock, or publicly disclose the intention to make any such offer,
sale, pledge, disposition or filing, without the prior consent of Credit
Suisse First Boston Corporation for a period of 180 days after the date of
this prospectus.

The underwriters have reserved for sale, at the initial public offering
price, up to 412,500 shares of the common stock for our customers and business
partners. At the discretion of our management, other parties, including our
employees, may participate in the reserve share program. The number of shares
available for sale to the general public in the offering will be reduced to
the extent such persons purchase reserved shares. Any reserved shares not so
purchased will be offered by the underwriters to the general public on the
same terms as the other shares. Offers under our reserve share program will be
made via a letter from our management and this prospectus.

We have agreed to indemnify the underwriters against liabilities under the
Securities Act, or contribute to payments which the underwriters may be
required to make in that respect.

We have applied to list our shares of common stock on the Nasdaq National
Market under the symbol TIVO.

Prior to this offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiation
between us and the representatives. The principal factors to be considered in
determining the public offering price include:

. the information set forth in this prospectus and otherwise available to
the representatives;

. the history and the prospects for the industry in which we will compete;

. the ability of our management;

. our prospects for future earnings; the present state of our development
and our current financial condition;

. the general condition of the securities markets at the time of this
offering; and

. the recent market prices of, and the demand for, publicly traded common
stock of generally comparable companies.

The representatives, on behalf of the underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
1934.

. Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

. Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions.

. Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by the
syndicate member are purchased in stabilizing transaction or a syndicate
covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the common stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

In July 1999, we issued an aggregate of 3,121,994 shares of our Series I
preferred stock at a per share price of $10.41. Allen & Company Incorporated
acted as the placement agent for this private placement for which it received
a customary fee for its services.

70
<PAGE>

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common
stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the common stock.

Representations of Purchasers

Each purchaser of common stock in Canada who receives a purchase confirmation
will be deemed to represent to us and the dealer from whom the purchase
confirmation is received that (i) such purchaser is entitled under applicable
provincial securities laws to purchase such common stock without the benefit of
a prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "Resale Restrictions".

Rights of Action (Ontario Purchasers)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario Securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

Enforcement of Legal Rights

All of the issuer's directors and officers as well as the experts names
herein may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such persons
in Canada or to enforce a judgment obtained in Canadian courts against such
issuer or persons outside of Canada.

Notice to British Columbia Residents

A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common stock acquired on the same date and under
the same prospectus exemption.

Taxation and Eligibility for Investment

Canadian purchasers of common stock should consult their own legal and tax
advisors and with respect to the tax consequences of an investment in the
common stock in their particular circumstances and with respect to the
eligibility of the common stock for investment by the purchaser under relevant
Canadian legislation.

71
<PAGE>

LEGAL MATTERS

The validity of the issuance of the common stock offered hereby will be
passed upon for us by Cooley Godward LLP, Palo Alto, California. As of the date
of this prospectus, certain members and associates of Cooley Godward LLP
beneficially own an aggregate of 41,666 shares of our Series A preferred stock
(convertible into 41,666 shares of common stock) and a warrant to purchase
2,715 shares of our common stock through an investment partnership. Certain
legal matters in connection with the offering will be passed upon for the
underwriters by Shearman & Sterling, Menlo Park, California.

EXPERTS

The financial statements of TiVo Inc. as of December 31, 1997 and 1998 and
for the period from August 4, 1997 (Inception) to December 31, 1997, and for
the year ended December 31, 1998 included in this prospectus and registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

A registration statement on Form S-1, including amendments thereto, relating
to the common stock offered by this prospectus has been filed by us with the
SEC. This prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
us and the common stock offered by this prospectus, reference is made to the
registration statement, exhibits and schedules. A copy of the registration
statement may be inspected by anyone without charge at the public reference
facilities maintained by the SEC at 450 Fifth Street, NW, Judiciary Plaza,
Washington, D.C. 20549, and copies of all or any part thereof maybe obtained
from the SEC upon payment of the fees prescribed by the SEC. The SEC maintains
a World Wide Web site that contains reports, proxy and information statements
and other information filed electronically with the SEC. The address of the
site is http://www.sec.gov.

72
<PAGE>

TIVO INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants................................... F-2
Balance Sheets............................................................. F-3
Statements of Operations................................................... F-4
Statements of Stockholders Equity.......................................... F-5
Statements of Cash Flows................................................... F-6
Notes to Financial Statements.............................................. F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of TiVo Inc.:

We have audited the accompanying balance sheets of TiVo Inc. (a Delaware
corporation in the development stage) as of December 31, 1997 and 1998, and
the related statements of operations, stockholders' equity and cash flows for
the period from August 4, 1997 (Inception) to December 31, 1997, and for the
year ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TiVo Inc. as of December
31, 1997 and 1998, and the results of its operations and its cash flows for
the period from August 4, 1997 (Inception) to December 31, 1997, and for the
year ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ ARTHUR ANDERSEN LLP

San Francisco, California,
January 15, 1999

F-2
<PAGE>

TIVO INC.
(a development-stage company)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
------------------------ Pro forma
1997 1998 June 30, 1999 June 30, 1999
---------- ------------ ------------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents........... $2,110,000 $ 2,248,000 $ 11,967,000 $ 11,967,000
Short-term
investments........... 20,000 164,000 7,623,000 7,623,000
Accounts receivable,
net of allowance for
doubtful accounts of
$14,000 as of June 30,
1999.................. -- -- 502,000 502,000
Inventories............ -- 120,000 1,202,000 1,202,000
Prepaid expenses and
other................. 57,000 219,000 1,068,000 1,068,000
---------- ------------ ------------ ------------
Total current assets... 2,187,000 2,751,000 22,362,000 22,362,000

PROPERTY AND EQUIPMENT,
net of accumulated
depreciation of
$15,000, $170,000, and
$352,000 as of December
31, 1997, December 31,
1998, and June 30,
1999, respectively..... 361,000 792,000 1,442,000 1,442,000
---------- ------------ ------------ ------------
Total assets........... $2,548,000 $ 3,543,000 $ 23,804,000 $ 23,804,000
========== ============ ============ ============
LIABILITIES AND STOCK-
HOLDERS' EQUITY
LIABILITIES:
Bank overdraft......... $ -- $ 442,000 $ 989,000 $ 989,000
Accounts payable....... 117,000 305,000 688,000 688,000
Accrued liabilities.... 26,000 675,000 2,210,000 2,210,000
Deferred revenue....... -- -- 142,000 142,000
Current portion of
obligations under
capital lease ........ -- -- 112,000 112,000
---------- ------------ ------------ ------------
Total current
liabilities........... 143,000 1,422,000 4,141,000 4,141,000
Long-term portion of
obligations under
capital lease......... -- -- 558,000 558,000
---------- ------------ ------------ ------------
Total liabilities...... 143,000 1,422,000 4,699,000 4,699,000
---------- ------------ ------------ ------------

STOCKHOLDERS' EQUITY:
Convertible preferred
stock, par value
$0.001:
Authorized shares at
December 31, 1997,
1998, June 30, 1999
(unaudited) and pro
forma June 30, 1999
(unaudited), are
5,200,000, 13,000,000,
20,100,000 and
23,415,000,
respectively
Issued and outstanding
shares at December 31,
1997, 1998, June 30,
1999 (unaudited) and
pro forma June 30,
1999 (unaudited) are
5,000,000, 11,174,427,
15,573,661 and 0,
respectively. (See
Note 7) .............. $2,990,000 $ 12,242,000 $ 39,580,000 $ --
Common stock, par value
$0.001:
Authorized shares at
December 31, 1997,
1998, June 30, 1999
(unaudited) and pro
forma June 30, 1999
(unaudited) are
25,500,000,
25,500,000,
40,000,000, and
50,000,000,
respectively.
Issued and outstanding
shares at December 31,
1997, December 31,
1998, June 30, 1999
(unaudited), and pro
forma June 30, 1999
(unaudited), are
2,916,664, 5,216,937,
8,291,876, and
23,865,537,
respectively.......... 3,000 5,000 8,000 24,000
Additional paid-in
capital................ 7,000 190,000 25,590,000 65,154,000
Deferred compensation... -- -- (2,628,000) (2,628,000)
Prepaid marketing
expenses............... -- -- (18,679,000) (18,679,000)
Note receivable......... -- -- (2,822,000) (2,822,000)
Losses accumulated
during the development
stage.................. (595,000) (10,316,000) (21,944,000) (21,944,000)
---------- ------------ ------------ ------------
Total stockholders'
equity................ 2,405,000 2,121,000 19,105,000 19,105,000
========== ============ ============ ============
Total liabilities and
stockholders' equity.. $2,548,000 $ 3,543,000 $ 23,804,000 $ 23,804,000
========== ============ ============ ============
</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE>

TIVO INC.
(a development-stage company)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Period from
August 4, 1997 Period from
(Inception), to Year Ended Six Months Ended August 4, 1997
December 31, December June 30, (Inception), to
1997 31, ------------------------- June 30,
(unaudited) 1998 1998 1999 1999
--------------- ----------- ----------- ------------ ---------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Subscription revenues... $ -- $ -- $ -- $ 8,000 $ 8,000
Costs and expenses:
Cost of services...... -- -- -- 1,170,000 1,170,000
Research and
development.......... 356,000 5,614,000 1,809,000 2,999,000 8,969,000
Sales and marketing... 28,000 1,277,000 356,000 3,784,000 5,089,000
Sales and marketing--
related parties...... -- -- -- 382,000 382,000
General and
administrative....... 241,000 2,946,000 903,000 3,024,000 6,211,000
Stock-based
compensation......... -- -- -- 187,000 187,000
Other operating
expense, net......... -- -- -- 189,000 189,000
---------- ----------- ----------- ------------ ------------
Loss from
operations......... (625,000) (9,837,000) (3,068,000) (11,727,000) (22,189,000)
Interest income......... 49,000 116,000 35,000 277,000 442,000
Interest expense and
other.................. (19,000) -- (13,000) (178,000) (197,000)
---------- ----------- ----------- ------------ ------------
Net loss............ $ (595,000) $(9,721,000) $(3,046,000) $(11,628,000) $(21,944,000)
========== =========== =========== ============ ============
Net loss per share
Basic and diluted... $ (0.20) $ (3.25) $ (1.04) $ (2.67) $ (6.59)
========== =========== =========== ============ ============
Weighted average
shares............. 2,916,664 2,989,717 2,933,261 4,356,323 3,330,342
========== =========== =========== ============ ============
Pro forma net loss per
share:
Basic and diluted... $ (0.90) $ (0.64)
=========== ============
Weighted average
shares............. 10,758,659 18,088,678
=========== ============
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE>

TIVO INC.
(a development-stage company)

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Losses
Convertible Accumulated
Preferred Stock Common Stock Additional Prepaid During the
---------------------- ----------------- Paid-in Deferred Marketing Note Development
Shares Amount Shares Amount Capital Compensation Expense Receivable Stage
---------- ----------- --------- ------ ----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, AUGUST
4, 1997.......... -- $ -- -- $ -- $ -- $ -- $ -- $ -- $ --
Issuance of
common stock for
cash............ -- -- 2,916,664 3,000 7,000 -- -- -- --
Issuance of
Series A
preferred stock
at $0.60 per
share for cash.. 5,000,000 2,990,000 -- -- -- -- -- -- --
Net loss........ -- -- -- -- -- -- -- -- (595,000)
---------- ----------- --------- ------ ----------- ----------- ------------ ----------- ------------
BALANCE, DECEMBER
31, 1997......... 5,000,000 2,990,000 2,916,664 3,000 7,000 -- -- -- (595,000)
Issuance of
Series B
preferred stock
at $1.26 per
share for cash.. 3,660,914 4,609,000 -- -- -- -- -- -- --
Issuance of
Series C
preferred stock
at $1.85 per
share for cash.. 2,500,000 4,618,000 -- -- -- -- -- -- --
Exercise of
stock options
for common
stock........... -- -- 2,276,458 2,000 130,000 -- -- -- --
Common stock
exchanged for
services........ -- -- 198,586 -- 60,000 -- -- -- --
Series C
preferred stock
exchanged for
services........ 13,513 25,000 -- -- -- -- -- -- --
Common stock
repurchases..... -- -- (174,771) -- (7,000) -- -- -- --
Net loss........ -- -- -- -- -- -- -- -- (9,721,000)
---------- ----------- --------- ------ ----------- ----------- ------------ ----------- ------------
BALANCE, DECEMBER
31, 1998......... 11,174,427 12,242,000 5,216,937 5,000 190,000 -- -- -- (10,316,000)
Issuance of
Series D
preferred stock
at $3.68 per
share for cash.. 1,358,695 4,973,000 -- -- -- -- -- -- --
Issuance of
Series E
preferred stock
at $7.40 per
share for cash.. 270,270 1,982,000 -- -- -- -- -- -- --
Issuance of
Series F
preferred stock
at $7.40 per
share for cash.. 405,405 2,960,000 -- -- -- -- -- -- --
Issuance of
Series G
preferred stock
at $7.40 per
share for cash.. 1,013,513 7,431,000 -- -- -- -- -- -- --
Issuance of
Series H
preferred stock
at $7.40 per
share for cash.. 1,351,351 9,992,000 -- -- -- -- -- -- --
Exercise of
stock options
for common
stock........... -- -- 212,500 -- 172,000 -- -- -- --
Common stock
exchanged for
services........ -- -- 106,422 -- 337,000 -- -- -- --
Issuance of
common stock
warrants for
services........ -- -- -- -- 290,000 -- -- -- --
Issuance of
preferred stock
warrants for
services........ -- -- -- -- 2,430,000 -- (2,400,000) -- --
Amortization of
prepaid
marketing
expenses........ -- -- -- -- -- -- 276,000 -- --
Recognition of
deferred
compensation.... -- -- -- -- 2,815,000 (2,815,000) -- -- --
Stock-based
compensation.... -- -- -- -- -- 187,000 -- -- --
Common stock
repurchases..... -- -- (225,179) -- (18,000) -- -- -- --
Issuance of
common stock for
marketing
services........ -- -- 1,852,329 2,000 12,038,000 -- (12,040,000) -- --
Issuance of
common stock for
marketing
services and
note
receivable...... -- -- 1,128,867 1,000 7,336,000 -- (4,515,000) (2,822,000) --
Net loss........ -- -- -- -- -- -- -- -- (11,628,000)
---------- ----------- --------- ------ ----------- ----------- ------------ ----------- ------------
BALANCE, JUNE 30,
1999
(unaudited)...... 15,573,661 $39,580,000 8,291,876 $8,000 $25,590,000 $(2,628,000) $(18,679,000) $(2,822,000) $(21,944,000)
========== =========== ========= ====== =========== =========== ============ =========== ============
<CAPTION>
Total
------------
<S> <C>
BALANCE, AUGUST
4, 1997.......... $ --
Issuance of
common stock for
cash............ 10,000
Issuance of
Series A
preferred stock
at $0.60 per
share for cash.. 2,990,000
Net loss........ (595,000)
------------
BALANCE, DECEMBER
31, 1997......... 2,405,000
Issuance of
Series B
preferred stock
at $1.26 per
share for cash.. 4,609,000
Issuance of
Series C
preferred stock
at $1.85 per
share for cash.. 4,618,000
Exercise of
stock options
for common
stock........... 132,000
Common stock
exchanged for
services........ 60,000
Series C
preferred stock
exchanged for
services........ 25,000
Common stock
repurchases..... (7,000)
Net loss........ (9,721,000)
------------
BALANCE, DECEMBER
31, 1998......... 2,121,000
Issuance of
Series D
preferred stock
at $3.68 per
share for cash.. 4,973,000
Issuance of
Series E
preferred stock
at $7.40 per
share for cash.. 1,982,000
Issuance of
Series F
preferred stock
at $7.40 per
share for cash.. 2,960,000
Issuance of
Series G
preferred stock
at $7.40 per
share for cash.. 7,431,000
Issuance of
Series H
preferred stock
at $7.40 per
share for cash.. 9,992,000
Exercise of
stock options
for common
stock........... 172,000
Common stock
exchanged for
services........ 337,000
Issuance of
common stock
warrants for
services........ 290,000
Issuance of
preferred stock
warrants for
services........ 30,000
Amortization of
prepaid
marketing
expenses........ 276,000
Recognition of
deferred
compensation.... --
Stock-based
compensation.... 187,000
Common stock
repurchases..... (18,000)
Issuance of
common stock for
marketing
services........ --
Issuance of
common stock for
marketing
services and
note
receivable...... --
Net loss........ (11,628,000)
------------
BALANCE, JUNE 30,
1999
(unaudited)...... $19,105,000
============
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE>

TIVO INC.
(a development-stage company)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Period from Period from
August 4, 1997 For the Six Months Ended August 4, 1997
(Inception), to Year Ended June 30, (Inception), to
December 31, December 31, ------------------------- June 30,
1997 1998 1998 1999 1999
--------------- ------------ ----------- ------------ ---------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss.............. $ (595,000) $(9,721,000) $(3,046,000) $(11,628,000) $(21,944,000)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Depreciation and
amortization......... 15,000 242,000 208,000 182,000 439,000
Stock exchanged for
services............. -- 85,000 4,000 337,000 422,000
Issuance of warrants
for services......... -- -- -- 176,000 176,000
Amortization of
prepaid marketing
expenses............. -- -- -- 276,000 276,000
Noncash compensation
expense.............. -- -- -- 187,000 187,000
Changes in current
assets and
liabilities:
Accounts receivable.. -- -- -- (502,000) (502,000)
Inventories.......... -- (120,000) -- (1,083,000) (1,203,000)
Prepaid expenses and
other............... (57,000) (162,000) (107,000) (705,000) (924,000)
Accounts payable..... 117,000 188,000 (73,000) 383,000 688,000
Deferred revenue..... -- -- -- 142,000 142,000
Accrued liabilities.. 26,000 649,000 239,000 1,535,000 2,210,000
---------- ----------- ----------- ------------ ------------
Net cash used in
operating
activities......... (494,000) (8,839,000) (2,775,000) (10,700,000) (20,033,000)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Acquisition of
property and
equipment, net....... (376,000) (673,000) (128,000) (162,000) (1,211,000)
Purchase of short-term
investments.......... (20,000) (144,000) -- (7,459,000) (7,623,000)
---------- ----------- ----------- ------------ ------------
Net cash used in
investing
activities......... (396,000) (817,000) (128,000) (7,621,000) (8,834,000)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance
of convertible
preferred stock, net
of issuance costs.... 2,990,000 9,227,000 4,577,000 27,339,000 39,556,000
Borrowings under line
of credit............ -- 610,000 610,000 -- 610,000
Repayments under line
of credit............ -- (610,000) -- -- (610,000)
Proceeds from issuance
of common stock and
exercise of stock
options.............. 10,000 132,000 79,000 172,000 314,000
Repurchase of common
stock................ -- (7,000) (2,000) (18,000) (25,000)
Increase in bank
overdraft............ -- 442,000 -- 547,000 989,000
---------- ----------- ----------- ------------ ------------
Net cash provided by
financing
activities......... 3,000,000 9,794,000 5,264,000 28,040,000 40,834,000
NET INCREASE IN CASH
AND CASH EQUIVALENTS.. 2,110,000 138,000 2,361,000 9,719,000 11,967,000
---------- ----------- ----------- ------------ ------------
CASH AND CASH
EQUIVALENTS:
Balance at beginning
of period............ -- 2,110,000 2,110,000 2,248,000 --
---------- ----------- ----------- ------------ ------------
Balance at end of
period............... $2,110,000 $ 2,248,000 $ 4,471,000 $ 11,967,000 $ 11,967,000
========== =========== =========== ============ ============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash paid for
interest............. $ -- $ 19,000 $ -- $ 2,000 $ 21,000

SUPPLEMENTAL DISCLOSURE
OF NON-CASH
TRANSACTIONS:
Stock issued for a
note receivable...... -- -- -- $ 2,822,000 $ 2,822,000
Equipment acquired
under capital lease.. -- -- -- $ 670,000 $ 670,000
Deferred stock-based
compensation......... -- -- -- $ 2,815,000 $ 2,815,000
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE>

TIVO INC.
(a development-stage company)

NOTES TO FINANCIAL STATEMENTS
(Information with respect to the six months ended June 30, 1998 and 1999, and
the period from August 4, 1997 (Inception) to June 30, 1999, and as of June 30,
1999 is unaudited)

1. NATURE OF OPERATIONS:

TiVo Inc. (the Company or TiVo) was incorporated in August 1997 as a Delaware
corporation with facilities in Sunnyvale, California. The Company has developed
a subscription-based personal television service (the TiVo Service) that
provides viewers with the ability to pause, rewind and play back any live or
recorded television broadcasts, as well as to search for, watch and record
programs. The TiVo Service also provides television listings, daily suggestions
and special viewing packages. The TiVo Service relies on three key components:
the personal video recorder, the TiVo remote control and the TiVo Broadcast
Center. Beginning in the second half of 1999, the Company expects that
manufacturing and distribution of the personal video recorder and remote
control will be undertaken by Philips Business Electronics B.V. (Philips). The
Company also anticipates that Philips will begin marketing the TiVo Service and
the personal video recorder that enables the TiVo Service in retail markets in
the second half of 1999. The Company plans to stop selling personal video
recorders by the end of 1999. In the interim, the personal video recorder and
remote control are being manufactured by a contract manufacturer and, since
March 1999, have been sold by TiVo through its web site and toll-free telephone
number. The Company conducts its operations through one reportable segment.

The Company is in the early stages of development and insignificant
subscription revenues have been generated to date. No assurance can be given
that a market for the TiVo Service and products that enable the TiVo Service
will develop, or that customers will be willing to pay for the TiVo Service and
products that enable the TiVo Service. The Company is identified as a
development-stage company at this time. However, upon the transfer of
manufacturing and distribution responsibility to Philips and a successful
retail launch of the TiVo Service and products that enable the TiVo Service,
which management expects in the second half of 1999, the Company anticipates
that it will no longer be identified as a development-stage company.

The Company continues to be subject to certain risks common to companies in
similar stages of development, including the uncertainties outlined above, as
well as the uncertainty of availability of additional financing; dependence on
third parties for manufacturing and marketing and sales support; the
uncertainty of the market for personal television; dependence on key
management; limited manufacturing, marketing and sales experience; and the
uncertainty of future profitability.

The unaudited pro forma June 30, 1999 information reflected in the
accompanying balance sheets reflects the automatic conversion of all the shares
of the Company's convertible preferred stock outstanding as of June 30, 1999
into shares of common stock on a one-for-one basis upon completion of the
proposed initial public offering.

Unaudited Interim Financial Statements

The accompanying balance sheet as of June 30, 1999 and the accompanying
statements of operations, stockholders' equity and cash flows for the six
months ended June 30, 1998 and 1999 included herein have been prepared by the
Company and are unaudited. The information furnished in the unaudited financial
statements referred to above includes all adjustments that are, in the opinion
of management, necessary for a fair presentation of such financial statements.
The results of operations for the six months ended June 30, 1999, are not
necessarily indicative of the results to be expected for the entire fiscal
year.

F-7
<PAGE>

TIVO INC.
(a development-stage company)

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information with respect to the six months ended June 30, 1998 and 1999 and
the period from
August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash Equivalents

The Company classifies financial instruments as cash equivalents if the
original maturity of such instruments is three months or less.

Short-term investments

Short-term investments consist of commercial paper investments and
certificates of deposit with original maturities at date of purchase ranging
between three and six months. The Company classifies these investments as held
to maturity and records the instruments at amortized cost, which approximates
fair value due to the short maturities.

Inventories

Inventories consist of raw materials, primarily hard-disk drives, work in
progress and finished goods. Inventory is valued at the lower of cost (first-
in, first-out) or market. Included in inventory costs are direct materials,
direct labor and allocated tooling costs. Once the Company transfers
manufacturing responsibility to Philips, all inventory will be sold to Philips.
Inventories consist of the following:

<TABLE>
<CAPTION>
December 31, 1998 June 30, 1999
----------------- -------------
(unaudited)
<S> <C> <C>
Raw materials................................ $120,000 $ 216,000
Work in progress............................. -- --
Finished goods............................... -- 986,000
-------- ----------
$120,000 $1,202,000
======== ==========
</TABLE>

Property and Equipment

Property and equipment are stated at cost. For financial reporting purposes,
depreciation is computed using the straight-line method over estimated useful
lives as follows:

<TABLE>
<S> <C>
Furniture and fixtures.......................................... 5 years
Computer and office equipment................................... 1-5 years
</TABLE>

Maintenance and repair expenditures are expensed as incurred.

Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109). Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets or liabilities of a
change in tax rates is recognized in the period in which the rate change
occurs. Valuation allowances are established when necessary to reduce deferred
tax assets to the amounts expected to be recovered.

F-8
<PAGE>

TIVO INC.
(a development-stage company)

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, certificates of deposit,
short-term investments, accounts receivable, and accounts payable approximate
fair value due to the short-term maturity of these instruments.

Business Concentrations and Credit Risk

Financial instruments that subject the Company to concentrations of credit
risk consist primarily of cash and accounts receivable. The Company maintains
cash with various financial institutions. The Company performs periodic
evaluations of the relative credit standing of these institutions. The
Company's customers are primarily concentrated in the United States. The
Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of customers and other information. The allowance
for doubtful accounts was $0 at December 31, 1997 and 1998, and $14,000 at June
30, 1999.

Net Loss Per Common Share

Historical--The Company computes net loss per share in accordance with SFAS
No. 128, "Earnings Per Share," and SEC Staff Accounting Bulletin No. 98 (SAB
No. 98). Under the provisions of SFAS No. 128 and SAB No. 98, basic net loss
per common share is computed by dividing net loss by the weighted average
number of common shares outstanding. Shares used in the computation of all net
loss per share amounts do not include repurchasable common stock issued to
DIRECTV (see Note 10) and unvested, repurchasable common stock issued under the
employee stock option plans (see Notes 7 and 8).

Diluted net loss per common share is computed by dividing net loss by the
weighted average number of common shares and dilutive common share equivalents
outstanding. Diluted net loss per share does not include the effect of the
following antidulutive common share equivalents:
<TABLE>
<CAPTION>
December 31,
--------------------
1997 1998 June 30, 1999
--------- ---------- -------------
(unaudited)
<S> <C> <C> <C>
Repurchasable common stock............... -- 2,024,187 2,989,325
Options to purchase common stock......... 700,000 1,235,000 3,161,512
Warrants to purchase common stock........ -- -- 81,522
Convertible preferred stock warrants..... -- 52,083 981,949
Convertible preferred stock.............. 5,000,000 11,174,427 15,573,661
--------- ---------- ----------
5,700,000 14,485,697 22,787,969
========= ========== ==========
</TABLE>

Pro forma--Pro forma net loss per share is calculated as if the convertible
preferred stock outstanding as of June 30, 1999 was converted into shares of
common stock on the date of its issuance on a one-for-one basis. Preferred
stock automatically converts into shares of common stock at the date of an
initial public offering.

Stock-Based Compensation and Stock Exchanged for Services

The Company has elected to follow Accounting Principles Board Opinion No. 25
(APB 25), "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its employee stock options. Under APB 25,
when the exercise price of employee stock options is less than the market price
of the underlying stock on the date of grant, compensation expense is recorded
for the difference between fair value and the exercise price. Expense
associated with stock-based compensation is being amortized on an accelerated
basis over the vesting period of the individual award, generally four years.
The method of amortization is in accordance with Financial Accounting Standards
Board ("FASB") Interpretation No. 28, under which the

F-9
<PAGE>

TIVO INC.
(a development-stage company)

value assigned to options vesting in future periods is ratably amortized
beginning upon issuance of the option rather than at the vesting date. No stock
compensation expense was recorded in 1997 and 1998. The Company has recorded
compensation expense of $187,000 for the six months ended June 30, 1999
(unaudited). The Company has adopted the disclosure-only provisions of SFAS No.
123, "Accounting for Stock-Based Compensation."

The value of warrants, options or stock exchanged for services is expensed
over the period benefitted. The warrants and options are valued using the
Black-Scholes option pricing model. To calculate the expense, the Company uses
either the fair value of the consideration received or the fair value of the
equity instruments issued, whichever is more reliably measurable.

Revenue Recognition

Subscription revenues represent revenues from customer subscriptions to the
TiVo Service. Subscriptions to the TiVo Service are available on a monthly,
annual or lifetime basis. Subscription fees are generally charged to customers'
credit cards and are generally billed in advance on a monthly basis. A lifetime
subscription covers the life of the particular personal video recorder
purchased. Revenues from subscriptions are recognized ratably over the
subscription period. Subscription revenues from lifetime subscriptions are
recognized ratably over a 4 year period, the best estimate of the useful life
of the personal video recorder. Deferred revenue relates to subscription fees
collected but for which revenues have not been recognized.

Research And Development

Research and development expenses consist primarily of employee salaries and
related expenses and consulting fees relating to the development of the TiVo
Service and products that enable the TiVo Service. Research and development
costs are expensed as incurred.

Sales and Marketing--Related Parties

Sales and marketing--related parties consists of cash and noncash charges
related to the Company's agreements with DIRECTV, Inc. (DIRECTV), Philips, and
Quantum Corporation (Quantum), all of which hold stock or warrants in the
Company (see Note 10).

Other Operating Expense, Net

Prior to the anticipated transition of manufacturing and distribution
responsibility to Philips in the second half of 1999, the Company has sold
personal video recorders directly to consumers. The Company plans to stop
selling personal video recorders by the second half of 1999 in connection with
the transition of manufacturing to Philips. The sales of personal video
recorders are considered incidental to the Company's business and the cost of
the personal video recorders, net of sales proceeds of $895,000, is classified
as other operating expense, net. Income from the sale of the personal video
recorder is recognized upon shipment to the customer. The Company records a
provision for estimated warranty costs and returns at the time of sale. This
reserve was $15,000 at June 30, 1999.

Comprehensive Income

The Company has no material components of other comprehensive income or loss
and, accordingly, the comprehensive loss is the same as the net loss for all
periods presented.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
Actual results could differ from those estimates.

F-10
<PAGE>

TIVO INC.
(a development-stage company)

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
December 31,
------------------
1997 1998 June 30, 1999
-------- -------- -------------
(unaudited)
<S> <C> <C> <C>
Furniture and fixtures..................... $ 18,000 $ 16,000 $ 20,000
Computer and office equipment.............. 358,000 946,000 1,104,000
-------- -------- ---------
376,000 962,000 1,124,000
Accumulated depreciation................... (15,000) (170,000) (352,000)
-------- -------- ---------
$361,000 $792,000 $ 772,000
======== ======== =========
</TABLE>

Equipment under capital leases was zero as of December 31, 1997 and 1998 and
$670,000 as of June 30, 1999. Depreciation and amortization expense was
$15,000, $155,000, $208,000 (unaudited) and $182,000 (unaudited) for the period
ended December 31, 1997, the year ended December 31, 1998, and the six months
ended June 30, 1998 and 1999, respectively.

4. Accrued Liabilities:

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
December 31,
----------------
1997 1998 June 30, 1999
------- -------- -------------
(unaudited)
<S> <C> <C> <C>
Marketing and promotions...................... $ -- $223,000 $ 744,000
Compensation and vacation..................... 16,000 213,000 252,000
Legal and accounting.......................... -- 86,000 447,000
Consulting.................................... -- 11,000 353,000
Other......................................... 10,000 142,000 414,000
------- -------- ----------
$26,000 $675,000 $2,210,000
======= ======== ==========
</TABLE>

5. LINE OF CREDIT:

The Company has a line of credit with a bank under which a maximum of
$750,000 can be borrowed at the bank's prime rate plus 0.75% (8.5% at December
31, 1998). The line of credit expired on August 15, 1999. No amounts were
borrowed under this line in 1997 or 1999. During 1998, a maximum amount of
$610,000 was borrowed. The average amount outstanding was $159,000, at an
average interest rate of 8.5%. No amounts were outstanding under this line of
credit as of December 31, 1997 or 1998, or June 30, 1999. In April 1999, the
bank issued a letter of credit on behalf of the Company in the amount of
$600,000. This amount reduces the available borrowings on the Company's line of
credit to $150,000. Substantially all of the Company's assets other than
intellectual property are pledged as collateral under this line of credit.

F-11
<PAGE>

TIVO INC.
(a development-stage company)

6. INCOME TAXES:

There was no provision or benefit for income taxes for the period from August
4, 1997 (Inception) to June 30, 1999.

Significant components of deferred tax assets were as follows as of December
31, 1998:

<TABLE>
<S> <C>
Net operating loss carryforwards.............................. $3,930,000
Tax credit carryforwards...................................... 103,000
Temporary differences, net.................................... 25,000
----------
Gross deferred tax assets................................... 4,058,000
Valuation allowance........................................... (4,058,000)
----------
Net deferred tax assets..................................... $ 0
==========
</TABLE>

As of December 31, 1998, the Company had a tax net operating loss (NOL)
carryforward of approximately $10,300,000 for federal and California purposes.
The federal NOL expires beginning in 2117, and the California NOL expires
beginning in 2002. A significant change in ownership of the Company may limit
the Company's ability to utilize these NOL carryforwards. SFAS No. 109 requires
that the tax benefit of such NOL be recorded as an asset. A valuation allowance
for the entire amount has been provided because of uncertainties about the
realizability of the deferred tax assets.

7. STOCKHOLDERS' EQUITY:

Common Stock

In August 1997, the Company issued 2,800,000 shares of common stock to the
founders for $10,000. On September 24, 1997, the Company declared a stock split
of 1.04167 to 1, which resulted in 2,916,664 founders shares outstanding after
the split. No shares were subject to repurchase as of December 31, 1997.

In 1998, the Company issued 2,276,458 shares of common stock as a result of
the exercise of stock options. During 1998, 174,771 shares of common stock were
repurchased in accordance with the terms the Company's stock option plan (see
Note 8). The Company has the right to repurchase 2,024,187 unvested shares as
of December 31, 1998, at the stock issuance price, if the holders' service with
the Company terminates.

For the six months ended June 30, 1999, the Company issued 212,500 shares of
common stock as a result of the exercise of stock options and repurchased
225,166 shares. The Company has the right to repurchase 1,440,727 unvested
shares issued to employees as of June 30, 1999, at the stock issuance price, if
the holders' service with the Company terminates. See Note 10 for a description
of DIRECTV shares subject to repurchase.

In 1998, the Company issued 198,586 shares of common stock to consultants and
vendors in exchange for services. For the six months ended June 30, 1999, the
Company issued 106,409 shares of common stock in exchange for services. The
common stock issued was recorded at the estimated fair value of the common
stock at the time the services were performed and the expense was recorded. The
Company's management believes that the value of the common stock issued
approximates the value of services received.

F-12
<PAGE>

TIVO INC.
(a development-stage company)

Convertible Preferred Stock

Convertible preferred stock outstanding at June 30, 1999 is as follows:

<TABLE>
<CAPTION>
Issued and Liquidation
Authorized Outstanding Preference Carrying
Shares Shares Per Share Value
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Series A......................... 5,200,000 5,000,000 $0.60 $ 2,990,000
Series B......................... 4,400,000 3,660,914 1.26 4,609,000
Series C......................... 4,000,000 2,513,513 1.85 4,643,000
Series D......................... 2,500,000 1,358,695 3.68 4,973,000
Series E......................... 300,000 270,270 7.40 1,982,000
Series F......................... 500,000 405,405 7.40 2,960,000
Series G......................... 1,100,000 1,013,513 7.40 7,431,000
Series H......................... 2,100,000 1,351,351 7.40 9,992,000
---------- ---------- -----------
20,100,000 15,573,661 $39,580,000
========== ========== ===========
</TABLE>

In September and October 1997, the Company issued 5,000,000 shares of Series
A preferred stock at $0.60 per share. In May, June and July 1998, the Company
issued 3,660,914 shares of Series B preferred stock at $1.26 per share. In
October 1998, the Company issued 2,500,000 shares of Series C preferred stock
at $1.85 per share. In December 1998, the Company issued 13,513 shares of
Series C preferred stock at $1.85 per share in exchange for services received.

In January 1999, the Company issued 1,358,695 shares of Series D preferred
stock at $3.68 per share. In March 1999, the Company issued 270,270 shares of
Series E preferred stock at $7.40 per share. In April 1999, the Company issued
405,405, 1,013,513, and 1,351,351 shares of Series F, G and H preferred stock,
respectively, at $7.40 per share.

Each share of preferred stock is convertible into common stock at the option
of the holder on a one-for-one basis, subject to certain adjustments. Each
share of preferred stock has voting rights and, upon any liquidation of the
Company, the holders of preferred stock are entitled to a liquidation
preference, to be paid out of the assets of the Company, equal to the
respective original issue price per share plus all declared and unpaid
dividends. Each share of preferred stock will automatically be converted into
shares of common stock at any time upon the election of the holders of at least
two-thirds of the outstanding shares of the preferred or upon the closing of a
firmly underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933.

F-13
<PAGE>

TIVO INC.
(a development-stage company)

8. STOCK OPTION PLAN:

Under the terms of the Company's 1997 Equity Incentive Plan, adopted in 1997
and amended and restated in 1999 (the 1997 Plan), options to purchase shares
of the Company's common stock may be granted to employees and other
individuals at a price equal to the fair market value of the common stock at
the date of grant. The options vest 25 percent after the first year of
service, and the remaining 75 percent vest ratably over the next 36 months.
Options expire 10 years after the grant date. The terms of the 1997 Plan allow
individuals to exercise their options prior to full vesting. In the event that
the individual terminates their service to the Company before becoming fully
vested, the Company has the right to repurchase the unvested shares at the
original option price. The number of shares authorized for option grants under
the 1997 Plan is 4,000,000; as of December 31, 1998, 3,773,458 have been
issued.

The Company accounts for stock options under APB Opinion No. 25, under
which, for the period from August 4, 1997 (Inception) to December 31, 1997 and
for the year ended December 31, 1998, no compensation cost was recognized when
the awards were granted to employees or directors. Stock-based Compensation
expense of $187,000 was recognized for the six months ended June 30, 1999 (see
Note 13). Had compensation cost for the stock options been determined
consistently with SFAS No. 123, the effect on the Company's net loss and basic
and diluted loss per share would have been changed to the following pro forma
amounts:

<TABLE>
<CAPTION>
Period from Period from
August 4, 1997 August 4,
(inception), 1997
to Year Ended Six Months Ended June 30, (Inception)
December 31, December 31, --------------------------- to June 30,
1997 1998 1998 1999 1999
-------------- ------------- ------------ ------------- ------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Net loss, as reported... $(595,000) $(9,721,000) $ (3,046,000) $ (11,628,000) $(21,944,000)
Pro forma effect of SFAS
No. 123................ -- (10,000) (2,000) (535,000) (545,000)
--------- ----------- ------------ ------------- ------------
Net loss, pro forma..... (595,000) (9,731,000) (3,048,000) (12,163,000) (22,489,000)

Basic and diluted loss
per share, as
reported............... $ (0.20) $ (3.25) $ (1.04) $ (2.67) $ (6.59)
Basic and diluted loss
per share, pro forma... $ (0.20) $ (3.25) $ (1.04) $ (2.79) $ (6.75)
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants: weighted average risk-free interest rates of
between 4.45 percent and 5.9 percent; expected dividend yield of 0 percent;
expected lives of four years for the options; and expected volatility of 0
percent.

Refer to Note 12, Equity Incentive Plans, for a description of the 1999
Equity Incentive Plan (the 1999 Plan).

F-14
<PAGE>

TIVO INC.
(a development-stage company)

A summary of the status of the 1997 Plan and the 1999 Plan is presented in
the table and narrative below:

<TABLE>
<CAPTION>
Weighted
Range of Average
Shares Exercise Prices Exercise Price
---------- --------------- --------------
<S> <C> <C> <C>
Outstanding at inception........... 0 $0.00
Granted.......................... 700,000 0.04 0.04
---------- -----
Outstanding at December 31, 1997... 700,000 0.04
Granted.......................... 3,006,458 0.04--0.45 0.15
Exercised........................ (2,276,458) 0.06
Canceled......................... (195,000) 0.04
---------- -----
Outstanding at December 31, 1998... 1,235,000 $0.27
Granted.......................... 2,390,387 1.00--6.50 4.83
Exercised........................ (212,500) 0.82
Canceled......................... (251,375) 0.66
---------- -----
Outstanding at June 30, 1999
(unaudited)....................... 3,161,512 $3.65
========== =====
</TABLE>

The weighted average fair value of options granted as of December 31, 1998,
and June 30, 1999 (unaudited), is $0.02 and $0.84, respectively. Of the options
outstanding at December 31, 1998, and June 30, 1999, 93,542 and 733,481 are
vested, respectively. Included in the options exercised above in 1998 and for
the six months ended June 30, 1999 are 174,771 and 225,166, respectively,
unvested options where the Company repurchased the stock upon the individuals'
leaving the Company.

The options outstanding have the following contractual lives:

<TABLE>
<CAPTION>
December 31, 1998 June 30, 1999 (unaudited)
- ------------------------------------------------------ -----------------------------------------------------
Weighted Average Weighted Average
Number of Options Exercise Remaining Number of Options Exercise Remaining
Outstanding and Exercisable Price Contractual Life Outstanding and Exercisable Price Contractual Life
- --------------------------- -------- ---------------- --------------------------- -------- ----------------
<S> <C> <C> <C> <C> <C>
55,000 $0.04 9.25 years 55,000 $0.04 8.75 years
504,000 0.13 9.50 years 300,625 0.13 9.00 years
169,000 0.20 9.75 years 145,000 0.20 9.25 years
507,000 0.45 10.00 years 412,500 0.45 9.50 years
-- -- -- 30,000 0.75 9.50 years
-- -- -- 272,782 1.00 9.70 years
-- -- -- 263,000 2.50 9.75 years
-- -- -- 127,105 4.00 9.83 years
-- -- -- 188,000 5.00 9.90 years
-- -- -- 1,367,500 6.50 10.00 years
--------- ---------
1,235,000 3,161,512
========= =========
</TABLE>

F-15
<PAGE>

TIVO INC.
(a development-stage company)

9. WARRANTS:

In addition to receiving 156,250 options to purchase common stock under the
1997 Plan, in March 1998, a member of the Company's board of directors received
warrants to purchase a total of 52,083 shares of Series A preferred stock at an
exercise price of $0.60 per share, the estimated fair market value of the
Series A preferred stock at the date of issuance. These warrants will expire on
the earlier of (1) the closing of the initial public offering of the Company's
common stock or (2) March 18, 2008. The value of the above warrants has been
included in the calculation of pro forma net loss for the year ended December
31, 1998 under SFAS No. 123, discussed in Note 8.

See Note 10 for a description of Series C and Series D preferred stock
warrants issued to Quantum under a hard disk drive supply agreement.

The warrants outstanding have the following contractual lives:

<TABLE>
<CAPTION>
December 31, 1998 June 30, 1999 (unaudited)
- ----------------------------------------------- ----------------------------------------------
Weighted Weighted
Number of Average Average
Warrants Outstanding Exercise Remaining Number of Exercise Remaining
and Exercisable Price Contractual Life Warrants Outstanding Price Contractual Life
- -------------------- -------- ---------------- -------------------- -------- ----------------
<S> <C> <C> <C> <C> <C>
Director Director
Preferred--52,083 $0.60 9.25 years Preferred-- 52,083 $0.60 8.75 years
Other
Preferred-- 60,813 1.26 9.67 years
Common-- 35,307 2.50 4.75 years
Common-- 35,307 2.50 4.75 years
Common-- 2,715 2.50 4.75 years
Common-- 8,193 2.50 4.75 years
Preferred-- 1,250 7.40 9.83 years
Supplier
Preferred-- 324,325 0.01 1.75 years
Preferred-- 543,478 0.01 2.75 years
--------------------
1,063,471
====================
</TABLE>

All of the warrants outstanding at June 30, 1999 except for the warrants for
543,478 shares of preferred stock are exercisable. The warrants for 543,478
shares of preferred stock outstanding automatically vest upon completion of an
initial public offering.

10. MARKETING AND MANUFACTURING AGREEMENTS

Quantum Agreement

In November 1998, the Company entered into a hard disk supply agreement with
Quantum to allow the Company or certain third-party manufacturers to purchase
up to an agreed-upon number of hard disk drives used in the personal video
recorder and other devices that enable the TiVo Service. Under the terms of the
agreement, the buyer is entitled to a discounted purchase price if certain
milestones are met. When the buyer receives the hard disk drives, the Company
is required to pay a fee to Quantum which is expensed at the time

F-16
<PAGE>

TIVO INC.
(a development-stage company)

of purchase. TiVo has also agreed to share with Quantum a portion of the TiVo
Service subscription fees it receives from the personal video recorders and
other devices equipped with these hard disk drives.

In addition, the Company issued a warrant to Quantum to purchase 324,325
shares of Series C preferred stock and 543,478 shares of Series D preferred
stock at an exercise price of $0.01 per share. The Series C and D warrants vest
and are exercisable upon the meeting of certain milestones which allow a
discounted purchase price on an agreed upon number of hard disk drives, or upon
the closing of an initial public offering of the Company's common stock. As of
December 31, 1998, Quantum had not vested in the warrants because the Company
had not met the required performance milestones and therefore had not received
the discounted price on its hard-disk drive purchases. The value of the
warrants will be determined and recorded when they vest, and expense will be
recorded as Quantum performs under the contract. In April 1999, the warrants to
purchase Series C preferred stock vested and the Company recorded as a contra
equity account a prepaid marketing expense of $2.4 million related to the
vesting of 324,325 shares of Series C preferred stock warrants. The $2.4
million represents the estimated fair value of the Series C warrants at the
vesting date and was recorded as a prepaid marketing expense contra equity
account. The $2.4 million will be recognized as a sales and marketing expense--
related parties as the specified number of personal video recorders related to
this agreement are used. The fair value of the Series C vested warrants was
estimated using the Black-Scholes option pricing model with the following
assumptions: weighted average risk-free interest rate of 5.07%; expected
dividend yield of 0%; expected life of four years; expected volatility of 50%;
and market price of preferred stock of $7.40 per share. The Company recorded
$276,000 of sales and marketing expense--related parties for the six months
ended June 30, 1999 related to these warrants.

DIRECTV Agreement

The Company entered into a corporate partnership agreement with DIRECTV to
promote and offer support for the TiVo Service and products that enable the
TiVo Service (the DIRECTV Agreement). The DIRECTV Agreement provides that
DIRECTV will provide a variety of marketing and sales support to promote TiVo
and the TiVo Service, collaborate on certain product development efforts and
make a portion of the bandwidth capacity of DIRECTV's satellite network
available to TiVo.

The Company issued 1,852,329 shares of common stock in exchange for marketing
services under the DIRECTV Agreement. The shares are non-forfeitable and were
valued at an estimated fair value of $6.50 per share for accounting purposes.
The Company recorded prepaid marketing expenses classified as a contra equity
account related to the issuance of these shares of common stock of $12.0
million. These prepaid marketing expenses are expensed as the marketing
services are provided over the period of time in which the Company expects to
receive the services.

Additionally, the Company issued 1,128,867 shares of common stock in exchange
for a $2.8 million promissory note due in three years. For accounting purposes,
the shares were valued at an estimated fair value of $6.50 per share. The $4.5
million of estimated fair value in excess of the balance of the note was
recorded as a prepaid marketing expense contra equity account. DIRECTV may
repay the note either by providing bandwidth capacity at no additional charge
or by paying in cash. At the end of three years, if specified milestones are
not achieved, TiVo will have the right to repurchase some or all of these
shares at $.001 per share.

The value of the common stock issued to DIRECTV and recorded as prepaid
marketing expenses of $16.5 million is recognized as a sales and marketing
expense--related parties ratably as the services are provided to TiVo over the
contractual service periods under the agreement.

F-17
<PAGE>

TIVO INC.
(a development-stage company)

In addition to the equity consideration for DIRECTV's marketing services
described above, DIRECTV will receive a percentage of TiVo's revenues
attributable to DIRECTV/TiVo subscribers. These amounts are expensed as earned
and included in sales and marketing expense--related parties.

In April 1999, TiVo sold 405,405 shares of Series F preferred stock to
DIRECTV at $7.40 per share.

Philips Agreement

On March 31, 1999, the Company entered into an agreement with Philips for the
manufacture, marketing and distribution of personal video recorders that enable
the TiVo Service. Subject to certain limitations, this agreement grants Philips
the right to manufacture, market and sell personal video recorders that enable
the TiVo Service in North America. Philips was also granted the right to
manufacture, market and sell personal video recorders in North America that
incorporate both DIRECTV's satellite receiver and the TiVo Service. The Company
also granted Philips a license to TiVo technology for the purpose of developing
and manufacturing personal video recorders and other devices that enable the
TiVo Service.

The Company has agreed to pay Philips a subsidy on each personal video
recorder that is manufactured and sold by Philips. The amount of the subsidy is
formula-based and periodically adjusted based on Philips manufacturing costs
and selling prices. A portion of the subsidy amount paid to Philips is due when
the personal video recorder is shipped. The remaining portion is due when the
subscriber activates the TiVo Service. The Company will record the subsidy as a
sales and marketing expense--related parties upon shipment of the personal
video recorder by Philips. In addition to these amounts, the Company has agreed
to pay Philips a fixed amount per month for each Philips-branded personal video
recorder that has an active subscription to the TiVo Service.

Under the terms of the agreement, Philips has committed to provide a
specified amount of marketing activities related to Philips-branded personal
video recorders that enable the TiVo Service.

In April 1999, Philips purchased 1,351,351 shares of Series H preferred stock
for $7.40 per share.

11. COMMITMENTS AND CONTINGENCIES:

The Company leases its office space under operating leases that expire on
March 31 and June 30, 2000. As of December 31, 1998, and June 30, 1999, future
minimum rental payments under this lease are $1,327,000 and $901,000,
respectively. Rent expense under operating leases was approximately $45,000,
$619,000, and $483,000 for the period from inception to December 31, 1997, for
the year ended December 31, 1998 and for the six months ended June 30, 1999,
respectively.

The Company has entered into various supply or service agreements and
purchase commitments with a number of vendors. As of June 30, 1999, the
Company's commitment under these agreements is approximately $7.5 million.

12. RETIREMENT PLAN

In December 1997, the Company established a 401(k) Retirement Plan (the
Retirement Plan) available to employees who meet the plan's eligibility
requirements. Participants may elect to contribute a percentage of their
compensation to the Retirement Plan up to a statutory limit. Participants are
fully vested in their

F-18
<PAGE>

TIVO INC.
(a development-stage company)

contributions. The Company may make discretionary contributions to the
Retirement Plan as a percentage of participant contributions, subject to
established limits. The Company has not made any contributions to the
Retirement Plan through June 30 ,1999.

13. SUBSEQUENT EVENTS (unaudited):

Equipment Lease Line

In March 1999, the Company entered into an equipment lease line for $2.5
million over the 12 months following the date of the lease. The annual interest
rate is 7.25%, and the line is repayable over 36 months. The lessor received a
warrant for 60,814 shares of the Company's Series B preferred stock at an
exercise price of $1.26 per share. The Company expenses the estimated fair
value of the warrants of $304,000 over the life of the lease. The estimated
fair value of the warrants was determined using the Black-Scholes option
pricing model. The principle assumptions used in the computation are: 10 year
term, deemed fair value at the date of issuance of $5.50 per share, a risk-free
rate of return of 5.07%, dividend yield of 0% and a volatility of 50%. The
$670,000 used portion of the lease is accounted for as a capital lease. The
current portion of the capital lease obligation at June 30, 1999 is $112,000.
The unused lease line expires February 2000.

Equity Incentive Plans

In April 1999, the Company's stockholders approved the 1999 Plan. Amendments
to the 1999 Plan were adopted in July 1999. The 1999 Plan allows the grant of
options to purchase shares of the Company's common stock to employees and other
individuals at a price equal to the fair market value of the common stock at
the date of grant. The options vest 25 percent after the first year of service,
and the remaining 75 percent vest ratably over the next 36 months. Options
expire 10 years after the grant date. The terms of the 1999 Plan also allow
individuals to exercise their options prior to full vesting. In the event that
the individual terminates before becoming fully vested, the Company has the
right to repurchase the unvested shares at the original option price. The
number of shares authorized for option grants under the 1999 Plan is 4,200,000
subject to an annual increase of the greater of 7% of outstanding shares or
4,000,000 shares, up to a maximum of 40,000,000 shares.

In July 1999, the Company adopted the 1999 Non-Employee Directors' Stock
Option Plan (the Directors' Plan). The Director's Plan becomes effective upon
the completion of an initial public offering. The Directors' Plan provides for
the automatic grant of options to purchase shares of the Company's common stock
to nonemployee directors at a price equal to the fair market value of the stock
at the date of the grant. The options vest monthly over two years. The option
term is ten years after the grant date but terminates three months after a
director's service terminates. The number of shares authorized for option
grants under the Directors' Plan is 500,000, subject to an annual increase of
100,000 shares.

In July 1999, the Company adopted the 1999 Employee Stock Purchase Plan (the
Employee Stock Purchase Plan). The Employee Stock Purchase Plan provides a
means for employees to purchase TiVo common stock through payroll deductions of
up to 15 percent of their base compensation. The Company offers the common
stock purchase rights to eligible employees, generally all full-time employees
who have been employed for at least 10 days. This plan allows for common stock
purchase rights to be granted to employees of TiVo at a price equal to the
lower of 85% of the fair market value on the first day of the offering period
or on the common stock purchase date. Under the purchase plan, the board may
specify offerings up to 27 months. The number of shares reserved for issuance
under this plan is 600,000 subject to automatic annual

F-19
<PAGE>

TIVO INC.
(a development-stage company)

increase by the lesser of (i) 5 percent of the outstanding shares of common
stock on a diluted basis, (ii) 500,000 shares, or (iii) a smaller number as
determined by the board of directors.

Convertible Debt

In April 1999, the Company entered into a secured convertible debenture
purchase agreement with certain stockholders. Under the terms of this
agreement, TiVo can borrow up to $3,000,000 at an interest rate of 4.67% per
annum. The debentures to be delivered by TiVo for any loan made under this
agreement are convertible into common stock on a one-for-one basis and secured
by substantially all of the Company's assets other than intellectual property.
In conjunction with the agreement, TiVo issued warrants to purchase 81,522
shares of common stock at an exercise price of $2.50 per share. Deferred
financing costs of $341,000 was recorded using the estimated fair value of the
warrants at the date of issuance. The estimated fair value of the warrants was
determined using the Black-Scholes option pricing model. The principle
assumptions used in the computation are: 5 year term; deemed fair value at the
date of issuance of $5.50 per share; a risk free rate of return of 5.07%;
dividend yield of 0%; and a volatility of 50%. The value assigned to the
warrants is being amortized over the term of the commitment which expires on
June 30, 2000. Of this amount, $145,000 was expensed for the six months ended
June 30, 1999. As of June 30, 1999, TiVo had no outstanding amounts under this
agreement. All of the warrants issued under the terms of this agreement expire
upon the completion of an initial public offering.

Deferred Compensation

During 1999, the Company granted stock options with exercise prices that were
less than the estimated fair market value of the underlying shares of common
stock on the date of grant. As a result, the Company has recorded deferred
compensation of approximately $2,815,000 as a contra equity account and
recorded stock-based compensation expense of $187,000 during the six months
ended June 30, 1999. These amounts will be recognized as stock-based
compensation over the vesting period of the options (four years).

Series I Preferred Stock

In July 1999, the Company issued 3,121,994 shares of Series I preferred stock
at $10.41 per share. Series I shares are convertible on a one-for-one basis
into shares of common stock and have a $10.41 liquidation preference per share.
All other terms are comparable with the prior series of preferred stock.

Series I Warrant

In July 1999 the Company also issued a Series I preferred stock warrant at
$10.41 per share. This warrant is exercisable immediately and terminates at the
earlier of the closing of a firmly underwritten public offering or five years
from the date of issuance. Upon exercise, the warrant converts into 192,123
shares of common stock.

Series J Preferred Stock

In August 1999, the Company issued 480,307 shares of Series J preferred stock
at $10.41 per share. Series J shares are convertible on a one-for-one basis
into shares of common stock and have a $10.41 liquidation preference per share.
All other terms are comparable with the prior series of preferred stock.

In September 1999, the Company plans to issue 2,643,482 additional shares of
Series J preferred stock at $10.41 per share. The sale of these shares is
subject to customary closing conditions and is anticipated to occur by
September 10, 1999.

Initial Public Offering

The Company is proposing an initial public offering of up to 5,500,000 shares
of common stock.

F-20
<PAGE>

DESCRIPTION OF ARTWORK APPEARING ON BACK COVER INSIDE

[Inside Back Cover]

Small TiVo logo graphic

<PAGE>

[LOGO OF TIVO]

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in
connection with the distribution of the common stock being registered. All
amounts are estimated, except the SEC Registration Fee, the NASD Filing Fee
and the Nasdaq National Market Filing Fee:

<TABLE>
<S> <C>
SEC Registration Fee.......................................... $ 22,859
NASD Filing Fee............................................... 8,500
Nasdaq National Market Filing Fee............................. 95,000
Blue Sky Fees and Expenses.................................... 10,000
Accounting Fees............................................... 300,000
Legal Fees and Expenses....................................... 450,000
Transfer Agent and Registrar Fees............................. 5,000
Printing and Engraving........................................ 225,000
Miscellaneous................................................. 150,000
----------
Total....................................................... $1,266,359
==========
</TABLE>

Item 14. Indemnification of Directors and Officers

The Registrant's Amended and Restated Certificate of Incorporation, filed as
Exhibit 3.2 to the Registration Statement, provides that directors of the
Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
to the fullest extent permitted by the Delaware General Corporation Law,
except for liability (1) for any breach of duty of loyalty to Registrant or to
its stockholders, (2) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the Delaware General Corporation Law, or (4) for any transaction from which
the director derived an improper personal benefit. The Registrant's Amended
and Restated Certificate of incorporation further states that if the Delaware
General Corporation Law is amended after its stockholders approve its Amended
and Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.

The Registrant's Bylaws provide that Registrant shall indemnify its officers
and directors to the fullest extent not prohibited by Delaware law and
authorizes the Registrant to modify the extent of such indemnification by
individual contracts with its officers and directors. Registrant's Bylaws
further provide, however, that the Registrant shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless (1) such indemnification is expressly
required to be made by law, (2) the proceeding was authorized by the Board of
Directors of the corporation, (3) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law or (4) such
indemnification is required to be made pursuant to Registrant's contractual
obligations to its directors and officers.

Section 145 of the Delaware General Corporation Law makes provision for such
indemnification in terms sufficiently broad to cover officers and directors
under certain circumstances for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act").

The Registrant intends to enter into indemnification agreements with each
director and certain officers which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any
directors' and officers' liability insurance.

II-1
<PAGE>

The form of Underwriting Agreement, filed as Exhibit 1.1 to the Registration
Statement, provides for indemnification of the Registrant and its controlling
persons against certain liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

Since the Company's inception on August 4, 1997, the Company has sold and
issued the following unregistered securities:

(a) On August 5, 1997, the Registrant sold an aggregate of 2,800,000
shares of its Common Stock to its founders under the exemption from
registration provided by Rule 701 of the Securities Act, raising aggregate
proceeds of $10,080. Michael Ramsay, the Registrant's Chairman of the
Board, Chief Executive Officer and President, and James Barton, its Chief
Technical Officer and Vice President of Research and Development, each
purchased 1,400,000 shares pursuant to Founder Stock Purchase Agreements.
On September 24, 1997, these shares were split into an aggregate of
2,916,664 shares of Common Stock.

(b) On September 24, 1997, the Registrant sold an aggregate of
4,833,334 shares, and on October 22, 1997, an aggregate of 166,666 shares,
in a private placement of its Series A Preferred Stock having an aggregate
liquidation preference of $3.0 million and raising aggregate net proceeds
of $3.0 million, which were used for general corporate purposes. The
transactions were consummated pursuant to a Series A Preferred Stock
Purchase Agreement, Investor Rights Agreement and Stockholders Agreement,
agreements which designate certain rights and obligations of the Series A
Preferred Stock. In connection with the Series A offering, Michael Ramsay,
the Registrant's Chief Executive Officer, purchased 666,667 shares, James
Barton, the Registrant's Chief Technical Officer, purchased 166,667 shares,
entities affiliated with New Enterprise Associates, a stockholder owning in
excess of 5% of Registrant voting securities, purchased an aggregate of
2,000,000 shares, entities affiliated with Institutional Venture Partners,
a 5% stockholder, purchased an aggregate of 2,000,000 shares, and three
accredited investors purchased an aggregate of 166,666 shares.

(c) On February 23, 1998, the Registrant issued 7,870 shares of its
Common Stock to each of Kristen Smith and Thomas A. Tucker, in
consideration for past consulting services provided to the Registrant.
Based on the fair market value of these shares at that time, determined to
be $0.04 per share by the Registrants's board of directors, the value of
the consideration received from each of Ms. Smith and Mr. Tucker was
$314.80.

(d) On May 29, 1998, the Registrant sold an aggregate of 3,174,604
shares, on June 26, 1998, an aggregate of 461,310 shares, and on July 27,
1998, 25,000 shares in a private placement of an aggregate of 3,660,914
shares of its Series B Preferred Stock having an aggregate liquidation
preference of $4.6 million and raising aggregate net proceeds of
approximately $4.6 million which were used for general corporate purposes.
The transactions were pursuant to a Series B Preferred Stock Purchase
Agreement and Investor Rights Agreement, agreements which designate certain
rights and obligations of the Series B Preferred Stock. In connection with
the Series B offering, entities affiliated with New Enterprise Associates,
a stockholder owning in excess of 5% of Registrant voting securities,
purchased an aggregate of 1,587,302 shares, entities affiliated with
Institutional Venture Partners, a 5% stockholder, purchased an aggregate of
1,587,302 shares, Randy Komisar, a director of the Registrant, purchased
24,800 shares, an aggregate of 158,731 was sold to two accredited investors
and seven employees of the Registrant purchased an aggregate of 302,770
shares.

(e) On October 8, 1998 and October 30, 1998, the Registrant sold an
aggregate of 2,162,163 and 337,837 shares, respectively, in a private
placement of an aggregate of 2,500,000 shares of its Series C Preferred
Stock having an aggregate liquidation preference of $4.6 million, raising
aggregate net proceeds of approximately $4.6 million which were used for
general corporate purposes. The transactions were consummated pursuant to
the Series C Preferred Stock Purchase Agreement and Investor Rights
Agreement, agreements which designate certain rights and obligations of the
Series C Preferred Stock. In connection with the Series C offering,
entities affiliated with New Enterprise Associates and entities affiliated
with

II-2
<PAGE>

Institutional Venture Partners, each stockholders owning in excess of 5% of
Registrant voting securities, purchased an aggregate of 594,595 shares
each. Three venture capital investors purchased an aggregate of 1,243,245
shares and five employees of the Registrant purchased 13,513 shares each.

(f) On December 22, 1998, the Registrant issued 13,513 shares of its
Series C Preferred Stock to Odyssey Capital, L.L.C. at a purchase price of
$1.85 per share pursuant to a Series C Preferred Stock Purchase Agreement
and in consideration for past services.

(g) On January 20, 1999, the Registrant completed a private placement
to Vulcan Ventures Corporation of 1,358,695 shares of its Series D
Preferred Stock having a liquidation preference of $5.0 million and raising
net proceeds of approximately $5.0 million which were used for general
corporate purposes. The transaction were pursuant to a Series D Preferred
Stock Purchase Agreement and Investor Rights Agreement, agreements which
designate certain rights and obligations of the Series D Preferred Stock.

(h) On March 19, 1999, the Registrant completed a private placement to
Showtime Networks, Inc. of 270,270 shares of its Series E Preferred Stock
having a liquidation preference of $2.0 million and raising net proceeds of
approximately $2.0 million which were used for general corporate purposes.
The transaction was consummated pursuant to the Preferred Stock Purchase
Agreement and Investor Rights Agreement, agreements which designate certain
rights and obligations of the Series E Preferred Stock.

(i) On April 13, 1999, the Registrant completed a private placement to
DIRECTV, Inc. of 405,405 shares of its Series F Preferred Stock having a
liquidation preference of $3.0 million, raising net proceeds of
approximately $3.0 million which were used for general corporate purposes.
The transaction was consummated pursuant to a Series F Preferred Stock
Purchase Agreement and Investor Rights Agreement, agreements which
designate certain rights and obligations of the Series F Preferred Stock.
On the same date, the Registrant entered into a Marketing Agreement with
DIRECTV, Inc. under which it issued 2,981,196 shares of its Common Stock to
DIRECTV, Inc. in consideration for $2,981 of past and $4,627,841 of future
services to the Registrant by DIRECTV, Inc. and under which net proceeds of
approximately $2.8 million were raised under a promissory note.

(j) On April 16, 1999, the Registrant completed a private placement to
NBC Multimedia, Inc. of 1,013,513 shares of its Series G Preferred Stock
having a liquidation preference of $7.5 million, raising net proceeds of
approximately $7.5 million which were used for general corporate purposes.
The transaction was consummated pursuant to a Series G Preferred Stock
Purchase Agreement and Investor Rights Agreement, agreements which
designate certain rights and obligations of the Series G Preferred Stock.

(k) On April 23, 1999, the Registrant completed a private placement to
Philips Corporate External Ventures B.V. of 1,351,351 shares of its Series
H Preferred Stock having a liquidation preference of $10.0 million, raising
net proceeds of approximately $10.0 million which were used for general
corporate purposes. The transaction was consummated pursuant to a Series F
Preferred Stock Purchase Agreement and Investor Rights Agreement,
agreements which designate certain rights and obligations of the Series H
Preferred Stock.

(l) On July 21, 1999, the Registrant sold an aggregate of 3,121,994
shares of its Series I Preferred Stock having an aggregate liquidation
preference of $32.5 million and raising aggregate net proceeds of
approximately $32.5 million. The transaction was pursuant to a Series I
Preferred Stock Purchase Agreement and Investor Rights Agreement,
agreements which designate certain rights and obligations of the Series I
Preferred Stock. The following entities, either directly or through an
affiliate, purchased shares of Series I Preferred Stock in this
transaction:

<TABLE>
<S> <C>
. Advance/Newhouse . Discovery Communications
. CBS Corporation . Liberty Media
. Comcast Interactive . TV Guide Interactive
. Cox Communications . The Walt Disney Company
</TABLE>

II-3
<PAGE>

(m) On August 10, 1999, the Registrant completed a private placement
to America Online, Inc. of 480,307 shares of its Series J Preferred Stock
having an aggregate liquidation preference of approximately $5.0 million
and raising aggregate net proceeds of approximately $5.0 million.
The transaction was pursuant to a Series J Preferred Stock Purchase
Agreement and Investor Rights Agreement, agreements which designate certain
rights and obligations of the Series J Preferred Stock, including
registration rights, information and reporting rights, inspection rights,
rights of first refusal and rights relating to election of members of the
board of directors.

(n) On March 18, 1998, the Registrant issued a warrant to purchase
52,083 shares of its Series A Preferred Stock at an exercise price of $0.60
per share to Randy Komisar, a director of the Company in consideration for
Board participation. The warrant, which was issued as an inducement for Mr.
Komisar to serve on the Registrant's board of directors, expires upon the
closing of an initial public offering of the Registrant's Common Stock. For
accounting purposes, this warrant was valued at approximately $32,000.

(o) On February 2, 1999, the Registrant issued a warrant to purchase
60,813 shares of its Series B Preferred Stock at an exercise price of $1.26
per share to Comdisco, Inc. in connection with a Lease Line Agreement. The
warrant, which was issued as an inducement for Comdisco to enter into the
lease line, expires upon the closing of an initial public offering of the
Registrant's Common Stock. For accounting purposes, this warrant has been
valued at $304,000.

(p) On November 6, 1998, the Registrant issued a warrant to purchase
324,325 shares of its Series C Preferred Stock at an exercise price of
$0.01 per share to Quantum Corporation in connection with a Hard Disk Drive
Supply Agreement dated November 6, 1998. The warrant, which was issued as
an inducement for Quantum to enter into the agreement, will automatically
be exercised prior to closing of an initial public offering of the
Registrant's Common Stock. For accounting purposes, this warrant has been
valued at $2.4 million.

(q) On November 6, 1998, the Registrant issued a warrant to purchase
543,478 shares of its Series D Preferred Stock at an exercise price of
$0.01 per share to Quantum Corporation in connection with a Hard Disk Drive
Supply Agreement dated November 6, 1998. The warrant, which was issued as
an inducement for Quantum to enter into the agreement, will automatically
be exercised prior to closing of an initial public offering of the
Registrant's Common Stock. For accounting purposes, this warrant has not
been valued as the warrant has not vested.

(r) On April 8, 1999, the Registrant issued warrants to purchase an
aggregate of 81,522 shares of its Common Stock at exercise prices of $2.50
per share to New Enterprise Associates VII, L. P., Institutional Venture
Partners VII, L.P., both of which own in excess of 5% of Registrant voting
securities, and two other accredited investors pursuant to a certain
Secured Convertible Debenture Purchase Agreement under which the Registrant
raised an aggregate of $3.0 million in a debt financing. The warrants,
which were issued as an inducement to the parties to enter into the
agreement, expire upon the closing of an initial public offering of the
Registrant's Common Stock in which the per share public offering price is
not less than $5.00 and the aggregate public offering price is at least
$10,000,000. For accounting purposes, the aggregate value of these warrants
has been set at $341,000.

(s) Since the Registrant's inception on August 4, 1997 through June
30, 1999, options to purchase 4,109,240 shares of the Registrant's Common
Stock, net of 421,375 shares cancelled upon employee termination, were
granted to 72 optionees under the Registrant's 1997 Equity Incentive Plan.
Registrant has granted options to purchase 1,987,605 shares of its Common
Stock, net of 25,000 shares cancelled upon employee termination, to 45
optionees under its 1999 Equity Incentive Plan. Through June 30, 1999,
optionees have exercised 2,471,958 shares under the Registrant's 1997
Equity Incentive Plan raising net proceeds of $265,558, of which 399,937
shares have been repurchased upon employee termination at a cost

II-4
<PAGE>

of $27,337. Optionees have exercised 17,000 shares under Registrant's 1999
Equity Incentive Plan through June 30, 1999. The Registrant has granted
stock awards for 195,233 shares of its Common Stock under its 1997 Equity
Incentive Plan and 94,009 shares under its 1999 Equity Incentive Plan for
past services.

The sales and issuances of securities in the transactions described in
paragraphs (a) and (c) and the exercise of stock options referred to in
paragraph (s) above were deemed to be exempt from registration under the
Securities Act by virtue of Rule 701 promulgated thereunder in that they were
offered and sold either pursuant to a written compensatory benefit plan or
pursuant to a written contract relating to compensation, as provided by Rule
701.

The sales and issuances of securities in the transactions described in
paragraph (b) and paragraphs (d) through (r) above were deemed to be exempt
from registration under the Securities Act by virtue of Section 4(2) as
transactions by an issuer not involving any public offering. The purchasers in
each case represented their intention to acquire the securities for investment
only and not with a view to the distribution thereof. Appropriate legends are
affixed to the stock certificates issued in such transactions. Similar legends
were imposed in connection with any subsequent sales of any such securities.
All recipients either received adequate information about the Registrant or
had access, through employment or other relationships, to such information.

Item 16. Exhibits And Financial Statement Schedules

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.

**3.1 Amended and Restated Certificate of Incorporation of the
Registrant as currently in effect.

**3.2 Form of Amended and Restated Certificate of Incorporation to be in
effect immediately upon the closing of the offering.

**3.3 Bylaws of the Registrant as currently in effect.

**3.4 Amended and Restated Bylaws of the Registrant to be in effect
immediately following the closing of the offering.

4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

**4.2 Specimen Common Stock Certificate.

**4.3 Ninth Amended and Restated Investor Rights Agreement between the
Registrant and certain investors dated as of August 6, 1999.

5.1 Opinion of Cooley Godward LLP.

**10.1 Form of Indemnification Agreement between the Registrant and its
officers and directors.

**10.2 Registrant's 1999 Equity Incentive Plan and related documents.

**10.3 Registrant's Amended and Restated 1997 Equity Incentive Plan and
related documents.

**10.4 Registrant's 1999 Employee Stock Purchase Plan and related
documents.

**10.5 Registrant's 1999 Non-Employee Directors' Stock Option Plan and
related documents.

**+10.6 Hard Disk Drive Supply Agreement between Quantum Corporation and
the Registrant dated November 6, 1998.

**+10.7 Master Agreement between Philips Business Electronics B.V. and the
Registrant dated March 31, 1999.

</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
**+10.8 Marketing Agreement between DIRECTV, Inc. and the Registrant dated
April 13, 1999.

**+10.9 Agreement between NBC Multimedia, Inc. and the Registrant dated
April 16, 1999.

**10.10 Sublease Agreement between Verity, Inc. and the Registrant dated
February 23, 1998.

**10.11 Amendment to Sublease Agreement between Verity, Inc. and the
Registrant dated November 1998.

**10.12 Second Amendment to Sublease Agreement between Verity, Inc. and
the Registrant dated March 1999.

**10.13 Consent of Landlord to Sublease between Verity, Inc. and the
Registrant dated February 23, 1998.
**10.15 Master Lease Agreement between Comdisco, Inc. and the Registrant
dated February 12, 1999.

**+10.16 Warrant Purchase and Equity Rights Agreement between Quantum
Corporation and the Registrant dated November 6, 1998 and related
documents.

**10.17 Warrant to Purchase Shares of Series A Preferred Stock issued to
Randy Komisar dated March 18, 1998.

**10.18 Warrant Agreement between Comdisco, Inc. and the Registrant dated
February 12, 1999.

**10.19 Secured Convertible Debenture Purchase Agreement between the
Registrant and certain of its investors dated April 8, 1999, and
related documents.

**10.20 First Amendment to Hard Disk Supply Agreement between Quantum and
the Registrant dated June 25, 1999.

**10.21 Registrant's 401(k) Plan effective December 1, 1997.
**+10.22 Tribune Media Services Television Listing Agreement between
Tribune Media Services and the Registrant dated June 1, 1998.

**+10.23 Amendment to the Data License Agreement between Teleworld Inc.,
and Tribune Media Services, Inc. between Tribune Media Services
and the Registrant dated November 10, 1998.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).

**24.1 Power of Attorney.

**27.1 Financial Data Schedule.
</TABLE>
- -----------------------
+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. Such portions have been filed separately with the
Commission.

** Previously filed.

II-6
<PAGE>

(b) Financial Statement Schedules

Schedules are omitted because they are not applicable, or because the
information is included in the Financial Statements or the Notes thereto.

Item 17. Undertakings

A. The Registrant hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

C. The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be
signed on its behalf, by the undersigned, thereunto duly authorized, in the
City of Sunnyvale, County of Santa Clara, State of California, on September 8,
1999.

TiVo Inc.

By: /s/ David H. Courtney
___________________________________
David H. Courtney
Vice President of Finance and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* President, Chief Executive September 8, 1999
______________________________________ Officer, and Chairman of
Michael Ramsay the Board (Principal
Executive Officer)

/s/ David H. Courtney Vice President of Finance September 8, 1999
______________________________________ and Chief Financial
David H. Courtney Officer (Principal
Financial and Accounting
Officer)

* Vice President of Research September 8, 1999
______________________________________ and Development, Chief
James Barton Technical Officer and
Director

* Director September 8, 1999
______________________________________
Geoffrey Y. Yang

* Director September 8, 1999
______________________________________
Stewart Alsop

* Director September 8, 1999
______________________________________
Randy Komisar

* Director September 8, 1999
______________________________________
Larry N. Chapman

* Director September 8, 1999
______________________________________
Thomas S. Rogers

* Director September 8, 1999
______________________________________
Michael J. Homer
</TABLE>

* By: /s/ David H. Courtney
-----------------------------
David H. Courtney
Attorney-in-Fact

II-8
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.

**3.1 Amended and Restated Certificate of Incorporation of the
Registrant as currently in effect.

**3.2 Form of Amended and Restated Certificate of Incorporation to be in
effect immediately upon the closing of the offering.

**3.3 Bylaws of the Registrant as currently in effect.

**3.4 Amended and Restated Bylaws of the Registrant to be in effect
immediately following the closing of the offering.

4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

**4.2 Specimen Common Stock Certificate.

**4.3 Ninth Amended and Restated Investor Rights Agreement between the
Registrant and certain investors dated as of August 6, 1999.

5.1 Opinion of Cooley Godward LLP.

**10.1 Form of Indemnification Agreement between the Registrant and its
officers and directors.

**10.2 Registrant's 1999 Equity Incentive Plan and related documents.

**10.3 Registrant's Amended and Restated 1997 Equity Incentive Plan and
related documents.

**10.4 Registrant's 1999 Employee Stock Purchase Plan and related
documents.

**10.5 Registrant's 1999 Non-Employee Directors' Stock Option Plan and
related documents.

**+10.6 Hard Disk Drive Supply Agreement between Quantum Corporation and
the Registrant dated November 6, 1998.

**+10.7 Master Agreement between Philips Business Electronics B.V. and the
Registrant dated March 31, 1999.

**+10.8 Marketing Agreement between DIRECTV, Inc. and the Registrant dated
April 13, 1999.

**+10.9 Agreement between NBC Multimedia, Inc. and the Registrant dated
April 16, 1999.

**10.10 Sublease Agreement between Verity, Inc. and the Registrant dated
February 23, 1998.

**10.11 Amendment to Sublease Agreement between Verity, Inc. and the
Registrant dated November 1998.

**10.12 Second Amendment to Sublease Agreement between Verity, Inc. and
the Registrant dated March 1999.

**+10.16 Warrant Purchase and Equity Rights Agreement between Quantum
Corporation and the Registrant dated November 6, 1998 and related
documents.

**10.17 Warrant to Purchase Shares of Series A Preferred Stock issued to
Randy Komisar dated March 18, 1998.

**10.18 Warrant Agreement between Comdisco, Inc. and the Registrant dated
February 12, 1999.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
**10.19 Secured Convertible Debenture Purchase Agreement between the
Registrant and certain of its investors dated April 8, 1999, and
related documents.

**10.20 First Amendment to Hard Disk Supply Agreement between Quantum and
the Registrant dated June 25, 1999.

**10.21 Registrant's 401(k) Plan effective December 1, 1997.
**+10.22 Tribune Media Services Television Listing Agreement between
Tribune Media Services and the Registrant dated June 1, 1998.

**+10.23 Amendment to the Data License Agreement between Teleworld Inc.,
and Tribune Media Services, Inc. between Tribune Media Services
and the Registrant dated November 10, 1998.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).

**24.1 Power of Attorney.

** Previously filed.

<PAGE>

Exhibit 1.1

[INSERT NUMBER OF SHARES]

TiVo Inc.

Common Stock

UNDERWRITING AGREEMENT
----------------------

September __, 1999

Credit Suisse First Boston Corporation,
BancBoston Robertson Stephens Inc.,
Thomas Weisel Partners LLC, and
Allen & Company Incorporated
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue,
New York, NY 10010-3629

Dear Sirs:

1. Introductory. TiVo Inc., a Delaware corporation ("COMPANY"), proposes to
issue and sell shares ("FIRM SECURITIES") of its common
stock ("SECURITIES") and also proposes to issue and sell to the Underwriters, at
the option of the Underwriters, an aggregate of not more than
additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below.
The Firm Securities and the Optional Securities are herein collectively called
the "OFFERED SECURITIES". As part of the offering contemplated by this
Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER")
has agreed to reserve out of the Firm Securities purchased by it under this
Agreement, up to shares, for sale to the Company's
directors, officers, employees and other parties associated with the Company
(collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined
herein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The
Firm Securities to be sold by the Designated Underwriter pursuant to the
Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated
Underwriter pursuant to this Agreement at the public offering price. Any
Directed Shares not orally confirmed for purchase by a Participant by the end of
the business day on which this Agreement is executed will be offered to the
public by the Underwriters as set forth in the Prospectus. The Company hereby
agrees with the several Underwriters named in Schedule A hereto ("UNDERWRITERS")
as follows:

2. Representations and Warranties of the Company. The Company represents and
warrants to, and agrees with, the several Underwriters that:

(a) A registration statement (No. 333-83515) relating to the Offered
Securities, including a form of prospectus, has been filed with the
Securities and Exchange Commission ("COMMISSION") and either (i) has been
declared effective under the Securities Act of 1933 ("ACT") and is not
proposed to be amended or (ii) is proposed to be amended by amendment or
post-effective amendment. If such registration statement ("INITIAL
REGISTRATION STATEMENT") has been declared effective, either (i) an
additional registration statement ("ADDITIONAL REGISTRATION STATEMENT")
relating to the Offered Securities may have been filed with the Commission
pursuant to Rule 462(b) ("RULE 462(B)") under the Act and, if so filed, has
become effective upon filing pursuant to such Rule and the Offered
Securities all have been duly registered under the Act pursuant to the
initial registration statement and, if applicable, the additional
registration statement or (ii) such an additional registration statement is
proposed to be filed with the Commission pursuant to Rule 462(b) and will
become effective upon filing pursuant to such Rule and upon such filing the
Offered Securities will all have been duly registered
<PAGE>

under the Act pursuant to the initial registration statement and such
additional registration statement. If the Company does not propose to amend
the initial registration statement or if an additional registration
statement has been filed and the Company does not propose to amend it, and
if any post-effective amendment to either such registration statement has
been filed with the Commission prior to the execution and delivery of this
Agreement, the most recent amendment (if any) to each such registration
statement has been declared effective by the Commission or has become
effective upon filing pursuant to Rule 462(c) ("RULE 462(C)") under the Act
or, in the case of the additional registration statement, Rule 462(b). For
purposes of this Agreement, "EFFECTIVE TIME" with respect to the initial
registration statement or, if filed prior to the execution and delivery of
this Agreement, the additional registration statement means (i) if the
Company has advised the Representatives that it does not propose to amend
such registration statement, the date and time as of which such
registration statement, or the most recent post-effective amendment thereto
(if any) filed prior to the execution and delivery of this Agreement, was
declared effective by the Commission or has become effective upon filing
pursuant to Rule 462(c), or (ii) if the Company has advised the
Representatives that it proposes to file an amendment or post-effective
amendment to such registration statement, the date and time as of which
such registration statement, as amended by such amendment or post-effective
amendment, as the case may be, is declared effective by the Commission. If
an additional registration statement has not been filed prior to the
execution and delivery of this Agreement but the Company has advised the
Representatives that it proposes to file one, "EFFECTIVE TIME" with respect
to such additional registration statement means the date and time as of
which such registration statement is filed and becomes effective pursuant
to Rule 462(b). "EFFECTIVE DATE" with respect to the initial registration
statement or the additional registration statement (if any) means the date
of the Effective Time thereof. The initial registration statement, as
amended at its Effective Time, including all information contained in the
additional registration statement (if any) and deemed to be a part of the
initial registration statement as of the Effective Time of the additional
registration statement pursuant to the General Instructions of the Form on
which it is filed and including all information (if any) deemed to be a
part of the initial registration statement as of its Effective Time
pursuant to Rule 430A(b) ("RULE 430A(B)") under the Act, is hereinafter
referred to as the "INITIAL REGISTRATION STATEMENT". The additional
registration statement, as amended at its Effective Time, including the
contents of the initial registration statement incorporated by reference
therein and including all information (if any) deemed to be a part of the
additional registration statement as of its Effective Time pursuant to
Rule 430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION
STATEMENT". The Initial Registration Statement and the Additional
Registration Statement are herein referred to collectively as the
"REGISTRATION STATEMENTS" and individually as a "REGISTRATION STATEMENT".
The form of prospectus relating to the Offered Securities, as first filed
with the Commission pursuant to and in accordance with Rule 424(b) ("RULE
424(B)") under the Act or (if no such filing is required) as included in a
Registration Statement, is hereinafter referred to as the "PROSPECTUS".
No document has been or will be prepared or distributed in reliance on
Rule 434 under the Act.

(b) If the Effective Time of the Initial Registration Statement is prior
to the execution and delivery of this Agreement: (i) on the Effective Date
of the Initial Registration Statement, the Initial Registration Statement
conformed in all respects to the requirements of the Act and the rules and
regulations of the Commission ("RULES AND REGULATIONS") and did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, (ii) on the Effective Date of the Additional Registration
Statement (if any), each Registration Statement conformed, or will conform,
in all respects to the requirements of the Act and the Rules and
Regulations and did not include, or will not include, any untrue statement
of a material fact and did not omit, or will not omit, to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading and (iii) on the date of this Agreement, the Initial
Registration Statement and, if the Effective Time of the Additional
Registration Statement is prior to the execution and delivery of this
Agreement, the Additional Registration Statement each conforms, and at the
time of filing of the Prospectus pursuant to Rule 424(b)

2
<PAGE>

or (if no such filing is required) at the Effective Date of the Additional
Registration Statement in which the Prospectus is included, each
Registration Statement and the Prospectus will conform, in all respects to
the requirements of the Act and the Rules and Regulations, and neither of
such documents includes, or will include, any untrue statement of a
material fact or omits, or will omit, to state any material fact required
to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. If the
Effective Time of the Initial Registration Statement is subsequent to the
execution and delivery of this Agreement: on the Effective Date of the
Initial Registration Statement, the Initial Registration Statement and the
Prospectus will conform in all respects to the requirements of the Act and
the Rules and Regulations, neither of such documents will include any
untrue statement of a material fact or will omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
and no Additional Registration Statement has been or will be filed. The two
preceding sentences do not apply to statements in or omissions from a
Registration Statement or the Prospectus based upon written information
furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only
such information is that described as such in Section 7(b) hereof.

(c) The Company has been duly incorporated and is an existing corporation
in good standing under the laws of the State of Delaware, with power and
authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus; and the Company is duly qualified
to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of
its business requires such qualification, except to the extent the failure
to be so qualified could not reasonably be expected to have a material
adverse effect on the condition (financial or other), business, properties
or results of operations of the Company (a "MATERIAL ADVERSE EFFECT").

(d) The Company has no subsidiaries.

(e) The Offered Securities and all other outstanding shares of capital
stock of the Company have been duly authorized; all outstanding shares of
capital stock of the Company are, and, when the Offered Securities have
been delivered and paid for in accordance with this Agreement on each
Closing Date (as defined below), such Offered Securities will have been,
validly issued, fully paid and nonassessable and will conform to the
description thereof contained in the Prospectus; and, other than rights
that have been waived with respect to the Offered Securities and that
expire upon consummation of the offering contemplated hereby, the
stockholders of the Company have no preemptive rights with respect to the
Securities.

(f) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any person that would
give rise to a valid claim against the Company or any Underwriter for a
brokerage commission, finder's fee or other like payment in connection with
this offering.

(g) There is no legal or beneficial owner of any securities of the
Company who has any rights, not effectively satisfied or waived, to require
registration of any securities of the Company in connection with the filing
of a Registration Statement with respect to the Offered Securities.

(h) The Offered Securities have been approved for listing on the Nasdaq
Stock Market's National Market subject to notice of issuance.

(i) No consent, approval, authorization, or order of, or filing with, any
governmental agency or body or any court is required for the consummation
of the transactions contemplated by this Agreement in connection with the
issuance and sale of the Offered Securities by the Company, except such
consents, approvals, authorizations or orders as have been obtained and
filings as have been made under the Act and such as may be required under
state securities laws or the bylaws, rules and regulations of the NASD.

3
<PAGE>

(j) The execution, delivery and performance of this Agreement, and the
issuance and sale of the Offered Securities (i) will not, to the knowledge
of the Company, result in any breach or violation of any of the terms and
provisions of any statute, rule, regulation or order of any governmental
agency or body or any court, domestic or foreign, having jurisdiction over
the Company or any of its properties, (ii) will not result in a default
under or violation or breach of any agreement or instrument to which the
Company is a party or by which the Company is bound or to which any of the
properties of the Company is subject, or (iii) will not result in a
violation of the charter or by-laws of the Company, and the Company has
full power and authority to authorize, issue and sell the Offered
Securities as contemplated by this Agreement.

(k) This Agreement has been duly authorized, executed and delivered by
the Company.

(l) Except as disclosed in the Prospectus, the Company has good and
marketable title to all real properties and all other properties and assets
owned by them, in each case free from liens, encumbrances and defects that
would materially affect the value thereof or materially interfere with the
use made or to be made thereof by them; and except as disclosed in the
Prospectus, the Company holds any leased real or personal property under
valid and enforceable leases with no exceptions that would materially
interfere with the use made or to be made thereof by them.

(m) The Company possesses adequate certificates, authorities or permits
issued by appropriate governmental agencies or bodies necessary to conduct
the business now operated by it and have not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authority or permit that, if determined adversely to the
Company, would individually or in the aggregate have a Material Adverse
Effect.

(n) No labor dispute with the employees of the Company exists or, to the
knowledge of the Company, is imminent that might have a Material Adverse
Effect.

(o) The Company owns, possesses or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual
property (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to
conduct the business now operated by it, or presently employed by it, and
has not received any notice of infringement of or conflict with asserted
rights of others with respect to any intellectual property rights that, if
determined adversely to the Company, would individually or in the aggregate
have a Material Adverse Effect. The Company represents and warrants that,
to the best of its knowledge, its services and products (and any underlying
technology related thereto) do not infringe any U.S. or foreign patent,
copyright, trade secret or other proprietary right of any third party or
otherwise conflict with the rights of any third party.

(p) Except as disclosed in the Prospectus, there are no pending actions,
suits or proceedings against or affecting the Company or any of its
properties that, if determined adversely to the Company, would individually
or in the aggregate have a Material Adverse Effect, or would materially and
adversely affect the ability of the Company to perform its obligations
under this Agreement, or which are otherwise material in the context of the
sale of the Offered Securities; and, to the Company's knowledge, no such
actions, suits or proceedings are threatened or contemplated.

(q) The financial statements included in each Registration Statement and
the Prospectus present fairly the financial position of the Company as of
the dates shown and its results of operations and cash flows for the
periods shown, and such financial statements have been prepared in
conformity with the generally accepted accounting principles in the United
States applied on a consistent basis; the schedules included in each
Registration Statement present fairly the information required to be stated
therein; and the assumptions used in preparing the pro forma financial
statements included in each Registration Statement and the Prospectus
provide a reasonable basis for presenting the significant effects directly
attributable to the transactions or events described therein, the related
pro forma adjustments give appropriate effect to

4
<PAGE>

those assumptions, and the pro forma columns therein reflect the proper
application of those adjustments to the corresponding historical financial
statement amounts.

(r) Except as disclosed in the Prospectus, since the date of the latest
audited financial statements included in the Prospectus there has been no
material adverse change, nor any development or event involving a
prospective material adverse change, in the condition (financial or other),
business, properties or results of operations of the Company, and, except
as disclosed in or contemplated by the Prospectus, there has been no
dividend or distribution of any kind declared, paid or made by the Company
on any class of its capital stock.

(s) The Company is not and, after giving effect to the offering and sale
of the Offered Securities and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as defined
in the Investment Company Act of 1940.

(t) Neither the Company nor any of its affiliates does business with the
government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes and the Company agrees to
comply with such Section if prior to the completion of the distribution of
the Offered Securities it commences doing such business.

(u) Furthermore, the Company represents and warrants to the Underwriters
that (i) the Registration Statement, the Prospectus and any preliminary
prospectus comply, and any further amendments or supplements thereto will
comply, with any applicable laws or regulations of foreign jurisdictions in
which the Prospectus or any preliminary prospectus, as amended or
supplemented, if applicable, are distributed in connection with the
Directed Share Program, and that (ii) no authorization, approval, consent,
license, order, registration or qualification of or with any government,
governmental instrumentality or court, other than such as have been
obtained, is necessary under the securities law and regulations of foreign
jurisdictions in which the Directed Shares are offered outside the United
States.

(v) The Company has not offered, or caused the Underwriters to offer, any
offered Securities to any person pursuant to the Directed Share Program
with the specific intent to unlawfully influence (i) a customer or supplier
of the Company to alter the customer's or supplier's level or type of
business with the Company or (ii) a trade journalist or publication to
write or publish favorable information about the Company or its products.

(w) At least 98.5% of all outstanding Securities, and all securities
convertible into or exercisable or exchangeable for Securities (including
all holders of greater than 0.5% of such securities), are subject to valid
and binding agreements (collectively, "LOCK-UP AGREEMENTS") that restrict
the holders thereof from selling, making any short sale of, granting any
option for the purchase of, or otherwise transferring or disposing of, any
of such Securities, or any such securities convertible into or exercisable
or exchangeable for Securities, for a period of 180 days after the date of
the Prospectus without the prior written consent of Credit Suisse First
Boston Corporation ("CSFBC"). All remaining Securities and securities
convertible into or exercisable or exchangeable for Securities are subject
to embedded lock-ups substantially similar to the Lock-up Agreements.

(x) The Company has reviewed its computer systems and has inquired of any
third parties with which the Company has a material relationship to
determine the extent to which the operations of the Company will be
affected by the Year 2000 Problem (defined below). To the knowledge of the
Company, the Year 2000 Problem will not have a Material Adverse Effect. The
"YEAR 2000 PROBLEM" as used herein means any significant risk that computer
hardware or software used in the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission or other utilization of
data or in the operation of mechanical or electrical systems of any kind
will not, in the case of dates or time periods occurring after December 31,
1999, function at least as effectively as in the case of dates or time
periods occurring prior to January 1, 2000.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to
<PAGE>

sell to the Underwriters, and the Underwriters agree, severally and not jointly,
to purchase from the Company, at a purchase price of $ per share, the respective
numbers of shares of Firm Securities set forth opposite the names of the
Underwriters in Schedule A hereto.

The Company will deliver the Firm Securities to the Representatives for the
accounts of the Underwriters, at the office of CSFBC, Eleven Madison Avenue,
New York, New York 10010-3629, against payment of the purchase price in Federal
(same day) funds by official bank check or checks or wire transfer to an account
at a bank acceptable to CSFBC drawn to the order of the Company at the office of
Cooley Godward LLP in Palo Alto, California, at A.M., New York time, on , or at
such other time not later than seven full business days thereafter as CSFBC and
the Company determine, such time being herein referred to as the "FIRST CLOSING
DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934,
the First Closing Date (if later than the otherwise applicable settlement date)
shall be the settlement date for payment of funds and delivery of securities for
all the Offered Securities sold pursuant to the offering. The certificates for
the Firm Securities so to be delivered will be in definitive form, in such
denominations and registered in such names as CSFBC requests and will be made
available for checking and packaging at the above office of CSFBC at least
24 hours prior to the First Closing Date.

In addition, upon written notice from CSFBC given to the Company from time to
time not more than 30 days subsequent to the date of the Prospectus, the
Underwriters may purchase all or less than all of the Optional Securities at the
purchase price per Security to be paid for the Firm Securities. The Company
agrees to sell to the Underwriters the number of shares of Optional Securities
specified in such notice and the Underwriters agree, severally and not jointly,
to purchase such Optional Securities. Such Optional Securities shall be
purchased for the account of each Underwriter in the same proportion as the
number of shares of Firm Securities set forth opposite such Underwriter's name
bears to the total number of shares of Firm Securities (subject to adjustment by
CSFBC to eliminate fractions) and may be purchased by the Underwriters only for
the purpose of covering over-allotments made in connection with the sale of the
Firm Securities. No Optional Securities shall be sold or delivered unless the
Firm Securities previously have been, or simultaneously are, sold and delivered.
The right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC to the Company.

Each time for the delivery of and payment for the Optional Securities, being
herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing
Date (the First Closing Date and each Optional Closing Date, if any, being
sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but
shall be not later than five full business days after written notice of election
to purchase Optional Securities is given. The Company will deliver the Optional
Securities being purchased on each Optional Closing Date to the Representatives
for the accounts of the several Underwriters, at the above office of CSFBC in
New York, against payment of the purchase price therefor in Federal (same day)
funds by official bank check or checks or wire transfer to an account at a bank
acceptable to CSFBC drawn to the order of the Company, at the above office of
Cooley Godward LLP. The certificates for the Optional Securities being
purchased on each Optional Closing Date will be in definitive form, in such
denominations and registered in such names as CSFBC requests upon reasonable
notice prior to such Optional Closing Date and will be made available for
checking and packaging at the above office of CSFBC in New York at a reasonable
time in advance of such Optional Closing Date.

4. Offering by Underwriters. It is understood that the several Underwriters
propose to offer the Offered Securities for sale to the public as set forth in
the Prospectus.

5. Certain Agreements of the Company. The Company agrees with the several
Underwriters that:

(a) If the Effective Time of the Initial Registration Statement is prior
to the execution and delivery of this Agreement, the Company will file the
Prospectus with the Commission pursuant to and in accordance with
subparagraph (1) (or, if applicable and if consented to by CSFBC,
subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the
second business day following the execution and delivery of this Agreement
or (B) the fifteenth business day after the Effective Date of the Initial
Registration Statement.

6
<PAGE>

The Company will advise CSFBC promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement and an additional
registration statement is necessary to register a portion of the Offered
Securities under the Act but the Effective Time thereof has not occurred as
of such execution and delivery, the Company will file the additional
registration statement or, if filed, will file a post-effective amendment
thereto with the Commission pursuant to and in accordance with Rule 462(b)
on or prior to 10:00 P.M., New York time, on the date of this Agreement or,
if earlier, on or prior to the time the Prospectus is printed and
distributed to any Underwriter, or will make such filing at such later date
as shall have been consented to by CSFBC.

(b) The Company will advise CSFBC promptly of any proposal to amend or
supplement the initial or any additional registration statement as filed or
the related prospectus or the Initial Registration Statement, the
Additional Registration Statement (if any) or the Prospectus and will not
effect such amendment or supplementation without CSFBC's consent; and the
Company will also advise CSFBC promptly of the effectiveness of each
Registration Statement (if its Effective Time is subsequent to the
execution and delivery of this Agreement) and of any amendment or
supplementation of a Registration Statement or the Prospectus and of the
institution by the Commission of any stop order proceedings in respect of a
Registration Statement and will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its
lifting, if issued.

(c) If, at any time when a prospectus relating to the Offered Securities
is required to be delivered under the Act in connection with sales by any
Underwriter or dealer, any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the
Prospectus to comply with the Act, the Company will promptly notify CSFBC
of such event and will promptly prepare and file with the Commission, at
its own expense, an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance.
Neither CSFBC's consent to, nor the Underwriters' delivery of, any such
amendment or supplement shall constitute a waiver of any of the conditions
set forth in Section 6.

(d) As soon as practicable, but not later than the Availability Date
(as defined below), the Company will make generally available to its
securityholders an earnings statement covering a period of at least
12 months beginning after the Effective Date of the Initial Registration
Statement (or, if later, the Effective Date of the Additional Registration
Statement) which will satisfy the provisions of Section 11(a) of the Act.
For the purpose of the preceding sentence, "AVAILABILITY DATE" means the
45th day after the end of the fourth fiscal quarter following the fiscal
quarter that includes such Effective Date, except that, if such fourth
fiscal quarter is the last quarter of the Company's fiscal year,
"AVAILABILITY DATE" means the 90th day after the end of such fourth fiscal
quarter.

(e) The Company will furnish to the Representatives copies of each
Registration Statement (five of which will be signed and will include all
exhibits), each related preliminary prospectus, and, so long as a
prospectus relating to the Offered Securities is required to be delivered
under the Act in connection with sales by any Underwriter or dealer, the
Prospectus and all amendments and supplements to such documents, in each
case in such quantities as CSFBC requests. The Prospectus shall be so
furnished on or prior to 3:00 P.M., New York time, on the business day
following the later of the execution and delivery of this Agreement or the
Effective Time of the Initial Registration Statement. All other documents
shall be so furnished as soon as available. The Company will pay the
expenses of printing and distributing to the Underwriters all such
documents.

(f) The Company will arrange for the qualification of the Offered
Securities for sale under the laws of such jurisdictions as CSFBC
designates and will continue such qualifications in effect so long as
required for the distribution.

7
<PAGE>

(g) During the period of five years hereafter, the Company will furnish
to the Representatives and, upon request, to each of the other
Underwriters, as soon as practicable after the end of each fiscal year, a
copy of its annual report to stockholders for such year; and the Company
will furnish to the Representatives (i) as soon as available, a copy of
each report and any definitive proxy statement of the Company filed with
the Commission under the Securities Exchange Act of 1934 or mailed to
stockholders, and (ii) from time to time, such other information concerning
the Company as CSFBC may reasonably request.

(h) The Company will pay all expenses incident to the performance of its
obligations under this Agreement, for any filing fees and other expenses
(including fees and disbursements of counsel) incurred in connection with
qualification of the Offered Securities for sale under the laws of such
jurisdictions as CSFBC designates and the printing of memoranda relating
thereto, for the filing fee incident to, and the reasonable fees and
disbursements of counsel to the Underwriters in connection with, the review
by the National Association of Securities Dealers, Inc. of the Offered
Securities, for any travel expenses of the Company's officers and employees
and any other expenses of the Company in connection with attending or
hosting meetings with prospective purchasers of the Offered Securities and
for expenses incurred in distributing preliminary prospectuses and the
Prospectus (including any amendments and supplements thereto) to the
Underwriters.

(i) For a period of 180 days after the date of the initial public
offering of the Offered Securities, the Company will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly,
or file with the Commission a registration statement under the Act relating
to, any additional shares of its Securities or securities convertible into
or exchangeable or exercisable for any shares of its Securities, or
publicly disclose the intention to make any such offer, sale, pledge,
disposition or filing, without the prior written consent of CSFBC, except
(A) issuances of Securities pursuant to the exercise of warrants or
options, in each case outstanding on the date hereof, (B) grants of
employee stock options pursuant to the terms of a plan in effect on the
date hereof or issuances of Securities pursuant to the exercise of such
options or (C) the filing of a registration statement under the Act
relating to options described in the foregoing clauses (A) and (B).

(j) In connection with the Directed Share Program, the Company will
ensure that the Directed Shares will be restricted to the extent required
by the National Association of Securities Dealers, Inc. (the "NASD") or the
NASD rules from sale, transfer, assignment, pledge or hypothecation for a
period of three months following the date of the effectiveness of the
Registration Statement. The Designated Underwriter will notify the Company
as to which Participants will need to be so restricted. The Company will
direct the transfer agent to place stop transfer restrictions upon such
securities for such period of time.

(k) The Company will pay all fees and disbursements of counsel incurred
by the Underwriters in connection with the Directed Share Program and stamp
duties, similar taxes or duties or other taxes, if any, incurred by the
underwriters in connection with the Directed Share Program.

Furthermore, the company covenants with the Underwriters that the company
will comply with all applicable securities and other applicable laws, rules
and regulations in each foreign jurisdiction in which the Directed Shares
are offered in connection with the Directed Share Program.

6. Conditions of the Obligations of the Underwriters. The obligations of the
several Underwriters to purchase and pay for the Firm Securities on the First
Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

(a) The Representatives shall have received a letter, dated the date of
delivery thereof (which, if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, shall
be on or prior to the date of this Agreement or, if the Effective Time of
the Initial

8
<PAGE>

Registration Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or post-effective
amendment to the registration statement to be filed shortly prior to such
Effective Time), of Arthur Andersen LLP confirming that they are
independent public accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and stating to the
effect that:

(i) in their opinion the financial statements and schedules
examined by them and included in the Registration Statements comply as
to form in all material respects with the applicable accounting
requirements of the Act and the related published Rules and
Regulations;

(ii) they have performed the procedures specified by the American
Institute of Certified Public Accountants for a review of interim
financial information as described in Statement of Auditing Standards
No. 71, Interim Financial Information, on the unaudited financial
statements included in the Registration Statements and on the
unaudited financial statements for the six three-month periods ended
June 30, 1999;

(iii) on the basis of the review referred to in clause (ii) above, a
reading of the latest available interim financial statements of the
Company, inquiries of officials of the Company who have responsibility
for financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that:

(A) the unaudited financial statements included in the
Registration Statements and the unaudited financial statements
for the six three-month periods ended June 30, 1999 do not comply
as to form in all material respects with the applicable
accounting requirements of the Act and the related published
Rules and Regulations or any material modifications should be
made to such unaudited financial statements for them to be in
conformity with generally accepted accounting principles;

(B) at the date of the latest available balance sheet read by
such accountants, or at a subsequent specified date not more than
three business days prior to the date of such letter, there was
any change in the capital stock or any increase in short-term
indebtedness or long-term debt of the Company or, at the date of
the latest available balance sheet read by such accountants,
there was any decrease in consolidated net current assets or net
assets, as compared with amounts shown on the latest balance
sheet included in the Prospectus; or

(C) for the period from the closing date of the latest income
statement included in the Prospectus to the closing date of the
latest available income statement read by such accountants there
were, as compared with the corresponding period of the previous
year and with the period of corresponding length ended the date
of the latest income statement included in the Prospectus, any
decreases in consolidated net sales or any increases in net
operating loss or in the total or per share amounts of
consolidated net loss,

except in all cases set forth in clauses (B) and (C) above for
changes, increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter; and

(iv) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information
contained in the Registration Statements (in each case to the extent
that such dollar amounts, percentages and other financial information
are derived from the general accounting records of the Company subject
to the internal controls of the Company's accounting system or are
derived directly from such records by analysis or computation) with
the results obtained from inquiries, a reading of such general
accounting records and other procedures specified in such letter and
have found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as otherwise
specified in such letter.

9
<PAGE>

For purposes of this subsection, (i) if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, "REGISTRATION STATEMENTS" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective
amendment to be filed shortly prior to its Effective Time, (ii) if the
Effective Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement but the Effective Time of the
Additional Registration Statement is subsequent to such execution and
delivery, "REGISTRATION STATEMENTS" shall mean the Initial Registration
Statement and the additional registration statement as proposed to be filed
or as proposed to be amended by the post-effective amendment to be filed
shortly prior to its Effective Time, and (iii) "PROSPECTUS" shall mean the
prospectus included in the Registration Statements.

(b) If the Effective Time of the Initial Registration Statement is not
prior to the execution and delivery of this Agreement, such Effective Time
shall have occurred not later than 10:00 P.M., New York time, on the date
of this Agreement or such later date as shall have been consented to by
CSFBC. If the Effective Time of the Additional Registration Statement (if
any) is not prior to the execution and delivery of this Agreement, such
Effective Time shall have occurred not later than 10:00 P.M., New York
time, on the date of this Agreement or, if earlier, the time the Prospectus
is printed and distributed to any Underwriter, or shall have occurred at
such later date as shall have been consented to by CSFBC. If the Effective
Time of the Initial Registration Statement is prior to the execution and
delivery of this Agreement, the Prospectus shall have been filed with the
Commission in accordance with the Rules and Regulations and Section 5(a) of
this Agreement. Prior to such Closing Date, no stop order suspending the
effectiveness of a Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
knowledge of the Company or the Representatives, shall be contemplated by
the Commission.

(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other),
business, properties or results of operations of the Company which, in the
judgment of a majority in interest of the Underwriters including the
Representatives, is material and adverse and makes it impractical or
inadvisable to proceed with completion of the public offering or the sale
of and payment for the Offered Securities; (ii) any downgrading in the
rating of any debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g)
under the Act), or any public announcement that any such organization has
under surveillance or review its rating of any debt securities of the
Company (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of such
rating); (iii) any material suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or any setting of
minimum prices for trading on such exchange, or any suspension of trading
of any securities of the Company on any exchange or in the over-the-counter
market; (iv) any banking moratorium declared by U.S. Federal or New York
authorities; or (v) any outbreak or escalation of major hostilities in
which the United States is involved, any declaration of war by Congress or
any other substantial national or international calamity or emergency if,
in the judgment of a majority in interest of the Underwriters including the
Representatives, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the public offering or the sale of and payment for the
Offered Securities.

(d) The Representatives shall have received an opinion, dated such
Closing Date, of Cooley Godward LLP, counsel for the Company, to the effect
that:

(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own its properties and conduct
its business as described in the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good standing in
all other jurisdictions in

10
<PAGE>

which its ownership or lease of property or the conduct of its
business requires such qualification except to the extent the failure
to be so qualified could not reasonably be expected to have a Material
Adverse Effect;

(ii) The Company has no subsidiaries;

(iii) The Offered Securities delivered on such Closing Date and all
other outstanding shares of the Common Stock of the Company have been
duly authorized and validly issued, are fully paid and nonassessable
and conform to the description thereof contained in the Prospectus;
and, other than rights that have been waived with respect to the
Offered Securities and that expire upon consummation of the offering
contemplated hereby, the stockholders of the Company have no
preemptive rights with respect to the Securities;

(iv) All holders of securities of the Company having rights to the
registration of shares of Securities, or other securities, because of
the filing of a Registration Statement by the Company have waived such
rights or such rights have expired by reason of lapse of time
following the notification of the Company's intent to file a
Registration Statement.

(v) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement in
connection with the issuance or sale of the Offered Securities by the
Company, except such consents, approvals, authorizations or orders as
have been obtained and filings as have been made under the Act and
such as may be required under state securities laws or the bylaws,
rules and regulations of the NASD;

(vi) The execution, delivery and performance of this Agreement and
the issuance and sale of the Offered Securities (i) will not, to the
knowledge of such counsel, result in any breach or violation of any of
the terms and provisions of any statute, rule, regulation or order of
any governmental agency or body or any court having jurisdiction over
the Company or any of its properties, (ii) will not result in a
default under or violation or breach of any agreement or instrument
filed as an exhibit to Registration Statement to which the Company is
a party or by which the Company is bound or to which any of the
properties of the Company is subject which agreements and instruments,
to the best of our knowledge, constitute the only such agreements and
instruments required under the Act and the rule and the regulations
thereunder to be filed as exhibits to the Registration Statement, or
(iii) will not result in a violation of the charter or by-laws of the
Company;

(vii) This Agreement has been duly authorized, executed and delivered
by the Company;

(viii) The statements set forth in the Prospectus under the captions
"Management," "Shares Eligible for Future Sale" and "Certain
Transactions", insofar as they purport to summarize legal matters,
documents or proceedings referred to therein, and under the caption
"Description of Capital Stock", insofar as they purport to constitute
a summary of the terms of the Securities, provide fair summaries of
the matters set forth therein to the extent required under the Act and
the Rules and Regulations thereunder;

(ix) To our knowledge, there are no legal or governmental
proceedings required to be described in a Registration Statement or
the Prospectus which are not described as required;

11
<PAGE>

(x) Each Registration Statement and the Prospectus and any
amendments thereof or supplements thereto (other than the financial
statements and schedules and other financial data derived therefrom,
as to which no opinion need be rendered) comply as to form in all
material respects with the requirements of the Act and the
Regulations; and

(xi) The Initial Registration Statement was declared effective under
the Act, the Additional Registration Statement, if any, was filed and
became effective under the Act and the Prospectus either was filed
with the Commission pursuant to the subparagraph of Rule 424(b)
specified in such opinion or was included in the Initial Registration
Statement or the Additional Registration Statement (as the case may
be), and, to the best knowledge of such counsel, no stop order
suspending the effectiveness of either of the Initial Registration
Statement or the Additional Registration Statement, if any, has been
issued and no proceedings therefor have been initiated or threatened
by the Commission and all filings required by Rule 424(b) been made.

In addition, such opinion shall also contain a statement that such
counsel has participated in conferences with officers and
representatives of the Company, representatives of the independent
public accountants for the Company and the Underwriters at which the
contents of the Registration Statements and the Prospectus and related
matters were discussed and, although they have not verified the
accuracy or completeness of the statement contained in the
Registration Statements and the Prospectus, no facts have come to the
attention of such counsel which would lead such counsel to believe
that either the Registration Statements at the time they became
effective (including the information deemed to be part of a
Registration Statement at the time of effectiveness pursuant to Rule
430 A(b) or Rule 434, if applicable) or any amendment thereof made
prior to the Closing Date as of the date of such amendment or
supplement) and as of the Closing Date contained or contains an untrue
statement of a material fact or omitted or omits to state any material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. It being
understood that in all such cases such counsel need express no belief
or opinion with respect to the financial statements and schedules
derived therefrom.

In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws other than the General Corporation
Law of the State of Delaware, the law of the State of California or
the federal law of the United States, to the extent such counsel deems
proper and to the extent specified in such opinion, if at all, upon an
opinion or opinions (in form and substance reasonably satisfactory to
the Underwriters' counsel) of other counsel reasonably acceptable to
the Underwriters' counsel, familiar with the applicable laws; (B) as
to matters of fact, to the extent they deem proper, on certificates of
responsible officers of the Company and certificates or other written
statements of officers of departments of various jurisdictions having
custody of documents respecting the corporate existence or good
standing of the Company, provided that copies of any such statements
or certificates shall be delivered to the Underwriters' counsel. The
opinion of such counsel for the Company shall state the opinion of any
such other counsel is in form reasonably satisfactory to such counsel
and, in such counsel's opinion, the Underwriters and Underwriters'
Counsel are justified in relying thereon.

(e) The Representatives shall have received from Michael Glenn, patent
counsel for the Company, an opinion, dated the Closing Date, to the effect
that:

(i) the statements in the Registration Statement and Prospectus
under the captions "Risk Factors -- Dependence on Licenses, Patents
and Proprietary Technology" and "Business -- Patents, Trade Secrets
and Licenses" (the "PATENT PARAGRAPHS") have been reviewed by such
counsel and are correct in all material respects;

(ii) to the knowledge of such counsel, there are no legal or
governmental proceedings other than patent applications pending,
relating to patent rights of the Company to

12
<PAGE>

which the Company is a party, and to such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental authorities
or others;

(iii) to the knowledge of such counsel, except as disclosed in each
Preliminary Prospectus and the Prospectus, the Company has not
received any communications in which it is alleged that the Company is
infringing or violating the patent of third parties;

(iv) to the knowledge of such counsel, except as disclosed in each
Preliminary Prospectus and the Prospectus, the Company owns, or
possesses adequate rights to use, all issued patents and patent
applications described or referred to in each Preliminary Prospectus
and the Prospectus as owned or used by it;

(v) although such counsel has not independently verified the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, nothing has come to the
attention of such counsel that leads such counsel to believe that the
descriptions and statements in the Patent Paragraphs in (A) the
Registration Statement, at the time it became effective or at the time
the Rule 462(b) Registration Statement became effective or on the
Closing Date, contained or contains an untrue statement of a material
fact with respect to patent rights of the Company or omits or omitted
to state a material fact with respect to patent rights of the Company
required to be stated therein or necessary to make the statements
therein not misleading, or (B) the Prospectus, as of the date of the
Prospectus or on the Closing Date, or each Preliminary Prospectus, as
of its date, contained or contains an untrue statement of a material
fact with respect to patent rights of the Company or omitted or omits
to state a material fact with respect to patent rights of the Company
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.

(f) The Representatives shall have received from Shearman & Sterling,
counsel for the Underwriters, such opinion or opinions, dated such Closing
Date, with respect to the incorporation of the Company, the validity of the
Offered Securities delivered on such Closing Date, the Registration
Statements, the Prospectus and other related matters as the Representatives
may require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon
such matters.

(g) The Representatives shall have received a certificate, dated such
Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers, to
the best of their knowledge after reasonable investigation, shall state
that: the representations and warranties of the Company as set forth in
this Agreement are true and correct as so set forth; the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to such Closing Date; no stop
order suspending the effectiveness of any Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission; the Additional Registration Statement (if
any) satisfying the requirements of subparagraphs (1) and (3) of Rule
462(b) was filed pursuant to Rule 462(b), including payment of the
applicable filing fee in accordance with Rule 111(a) or (b) under the Act,
prior to the time the Prospectus was printed and distributed to any
Underwriter; and, subsequent to the date of the most recent financial
statements in the Prospectus, there has been no material adverse change,
nor any development or event involving a prospective material adverse
change, in the condition (financial or other), business, properties or
results of operations of the Company and its subsidiaries taken as a whole
except as set forth in or contemplated by the Prospectus or as described in
such certificate.

13
<PAGE>

(h) The Representatives shall have received a letter, dated such Closing
Date, of Arthur Andersen LLP which meets the requirements of subsection (a)
of this Section, except that the specified date referred to in such
subsection will be a date not more than three days prior to such Closing
Date for the purposes of this subsection.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. CSFBC may in its sole discretion waive on behalf of the Underwriters
compliance with any conditions to the obligations of the Underwriters hereunder,
whether in respect of an Optional Closing Date or otherwise.

7. Indemnification and Contribution. (a) The Company will indemnify and hold
harmless each Underwriter, its partners, directors and officers and each person,
if any, who controls such Underwriter within the meaning of Section 15 of the
Act, against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such documents
in reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in subsection
(b) below.

The Company agrees to indemnify and hold harmless the Designated Underwriter
and each person, if any, who controls the Designated Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (the "DESIGNATED ENTITIES"), from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) (i) caused by any untrue statement or alleged untrue
statement of a material fact contained in any material prepared by or with the
consent of the Company for distribution to Participants in connection with the
Directed Share Program or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; (ii) caused by the failure of any Participant
to pay for and accept delivery of Directed Shares that the Participant agreed to
purchase; or (iii) related to, arising out of, or in connection with the
Directed Share Program, other than losses, claims, damages or liabilities (or
expenses relating thereto) that are finally judicially determined to have
resulted from the bad faith or gross negligence of the Designated Entities.
Nothing in this paragraph shall be construed to require the Company to indemnify
a Designated Entity from and against any losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) to the
extent that the Designated Entity has been indemnified for such loss, claim,
damage or liability as an Underwriter pursuant to the preceding paragraph.

14
<PAGE>

(b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any
who controls the Company within the meaning of Section 15 of the Act,
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company by such Underwriter
through the Representatives specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Underwriter consists
of the following information in the Prospectus furnished on behalf of each
Underwriter: the concession and reallowance figures appearing in the fourth
paragraph under the caption "Underwriting" and the information contained in
the sixth and twelfth paragraphs under the caption "Underwriting".

(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party under
this Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation. Notwithstanding anything contained
herein to the contrary, if indemnity may be sought pursuant to the last
paragraph in Section 7(a) hereof in respect of such action or proceeding,
then in addition to such separate firm for the indemnified parties, the
indemnifying party shall be liable for the reasonable fees and expenses of
not more than one separate firm (in addition to any local counsel) for the
Designated Underwriter for the defense of any losses, claims, damages and
liabilities arising out of the Directed Share Program, and all persons, if
any, who control the Designated Underwriter within the meaning of either
Section 15 of the Act of Section 20 of the Exchange Act. No indemnifying
party shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party unless such
settlement (i) includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action
and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of an indemnified party.

15
<PAGE>

(d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other
from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand
and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from
the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim
which is the subject of this subsection (d). Notwithstanding the provisions
of this subsection (d), no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section shall be in addition to any
liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each director of the
Company, to each officer of the Company who has signed a Registration
Statement and to each person, if any, who controls the Company within the
meaning of the Act.

16
<PAGE>

8. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Offered Securities hereunder on either
the First or any Optional Closing Date and the aggregate number of shares of
Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date,
CSFBC may make arrangements satisfactory to the Company for the purchase of such
Offered Securities by other persons, including any of the Underwriters, but if
no such arrangements are made by such Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC and the Company for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 9 (provided that if such default occurs
with respect to Optional Securities after the First Closing Date, this Agreement
will not terminate as to the Firm Securities or any Optional Securities
purchased prior to such termination). As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Underwriters is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the Underwriters
pursuant to Section 7 shall remain in effect, and if any Offered Securities have
been purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Underwriters is not consummated for any reason other
than solely because of the termination of this Agreement pursuant to Section 8
or the occurrence of any event specified in clause (iii), (iv) or (v) of Section
6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities.

17
<PAGE>

10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking
Department--Transactions Advisory Group, or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at TiVo Inc., 894 Ross
Drive, Suite 100, Sunnyvale, California 94089, Attention: David Courtney, Chief
Financial Officer; provided, however, that any notice to an Underwriter pursuant
to Section 7 will be mailed, delivered or telegraphed and confirmed to such
Underwriter.

11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.

12. Representation of Underwriters. The Representatives will act for
the several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representatives jointly or by CSFBC will be binding
upon all the Underwriters.

13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

18
<PAGE>

If the foregoing is in accordance with the Representatives's
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement between the
Company and the several Underwriters in accordance with its terms.

Very truly yours,

TiVo Inc.

By..................................................
[Insert title]

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

Credit Suisse First Boston Corporation
BancBoston Robertson Stephens Inc.
Thomas Weisel Partners LLC
Allen & Company Incorporated

Acting on behalf of themselves and as the Representatives of the several
Underwriters.

By Credit Suisse First Boston Corporation

By......................................................
[Insert title]

19
<PAGE>

SCHEDULE A

<TABLE>
<CAPTION>
Number of
UNDERWRITER Firm Securities
- ------------------------------------------------------------------------------------ -------------------------

<S> <C>
Credit Suisse First Boston Corporation..............................................
BancBoston Robertson Stephens Inc...................................................
Thomas Weisel Partners LLC..........................................................
Allen & Company Incorporated........................................................

Total............................................................................
</TABLE>

<PAGE>

Exhibit 5.1

LETTERHEAD

September 8, 1999

TiVo Inc.

894 Ross Drive, Suite 100

Sunnyvale, California 94089

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by TiVo Inc. (the "Company") of a Registration Statement on
Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"), including a prospectus to be filed with the
Commission pursuant to Rule 424(b) of Regulation C promulgated under the
Securities Act of 1933, as amended (the "Prospectus"), and the underwritten
public offering of up to 6,325,000 shares of Common Stock (the "Common
Stock").

In connection with this opinion, we have (i) reviewed the Registration
Statement, the Company's Amended and Restated Certificate of Incorporation and
Bylaws and the originals or copies certified to our satisfaction, of such
records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below, (ii) assumed that the form of Amended and Restated
Certificate of Incorporation, as set forth in Exhibit 3.2 of the Registration
Statement, shall have been duly filed with the office of the Delaware
Secretary of State, and (iii) assumed that the shares of the Common Stock will
be sold to the Underwriters at a price established by the Pricing Committee of
the Board of Directors of the Company.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable.

We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included on the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.

Very truly yours,

Cooley Godward LLP

By /s/ Alan C. Mendelson
-------------------------------

Alan C. Mendelson

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

/s/ Arthur Andersen LLP
_____________________________________

September 7, 1999